IN THE COURT OF APPEALS OF IOWA
No. 16-1418 Filed November 8, 2017
CLEARLY COMPLIANT, L.L.C., Plaintiff-Appellant/Cross-Appellee,
vs.
THERESA M. BORNBACH and CHARITY RESOURCES, L.L.C., d/b/a CAPSTONE CHARITY RESOURCES, L.L.C., Defendants-Appellees/Cross-Appellants. ________________________________________________________________
Appeal from the Iowa District Court for Linn County, Robert E. Sosalla,
Judge.
Clearly Compliant, L.L.C. appeals, and Theresa Bornbach and Capstone
Charity Resources, L.L.C. cross-appeal from the district court’s order denying the
request for a permanent injunction. AFFIRMED.
J. Michael Westonand Brenda K. Wallrichs of Lederer Weston Craig,
P.L.C., Cedar Rapids, for appellant.
Vernon P. Squires of Bradley & Riley P.C., Cedar Rapids, for appellees.
Heard by Danilson, C.J., Mullins, J., and Carr, S.J.*
*Senior judge assigned by order pursuant to Iowa Code section 602.9206 (2017). 2
DANILSON, Chief Judge.
Clearly Compliant, L.L.C. appeals from the district court’s order denying its
request for a permanent injunction and attorney fees. Clearly Compliant
contends it is entitled to a permanent injunction preventing Theresa Bornbach
and Charity Resources, L.L.C., d/b/a Capstone Charity Resources, L.L.C.
(Capstone), from continuing to use Clearly Compliant’s trade-secret documents
and pricing model to unfairly compete with Clearly Compliant. Clearly Compliant
also asserts the district court abused its discretion in denying its request for
attorney fees. On cross-appeal, Bornbach and Capstone maintain the district
court should have granted Bornbach and Capstone’s request for attorney fees.
We conclude the district court properly denied Clearly Compliant’s request
for a permanent injunction and affirm on that ground. We also affirm the district
court’s order denying both parties’ requests for attorney fees.
I. Background Facts & Proceedings.
Clearly Compliant is a charitable solicitation registration business formed
by Sarah Else in 2008. Clearly Compliant provides services to nonprofit
organizations to identify and ensure compliance with various states’ requirements
for the registration of organizations that solicit charitable donations. Else
contends she spent years researching the requirements and practices respecting
charitable solicitation registration in each state before obtaining her first paying
client in 2011. Based on her research, Else developed a number of materials for
Clearly Compliant, including an assessment form, intake form, uniform board
resolution, confidentiality agreement, and a master spreadsheet of state-specific 3
registration information. Else marked the documents “confidential” and kept
them in an internet Dropbox account that required private log-in credential to
access. Else also created a pricing model that encompasses a per-state fee with
a reduced renewal fee and can include separate costs for additional tasks.
In building her business, Else sought assistance from Bornbach, who
owned a business-coaching company, Biz Savvy. Else participated in group
classes offered by Biz Savvy in business development and marketing strategy.
Bornbach promised confidentiality to the clients of Biz Savvy. Else also rented
office space from an entity called Co-Works, which was owned by Bornbach.
Bornbach stopped rendering coaching services to Else in December 2013.
In February 2014, Else and Bornbach began negotiations to become
partners in Clearly Compliant. While negotiating the potential partnership,
Bornbach began collaborating with Else on client development. As part of the
collaboration and to further the partnership negotiations, Else gave Bornbach
access to Clearly Compliant’s materials. Else did not require Bornbach to sign a
nondisclosure, confidentiality, or noncompete agreement, but she expected
Bornbach to maintain the promise of confidentiality made as part of the business-
coaching relationship.
Also in February 2014, Bornbach purchased a SalesForce1 account under
the name of Clearly Compliant and began populating the account with Clearly
Compliant’s materials. Else testified at the temporary-injunction hearing that she
was aware of the SalesForce account and that Bornbach was populating the
1 A SalesForce account is a secure internet database to which individuals can upload, store, and share documents. 4
account with Clearly Compliant’s materials “at a certain point” in March 2014.
Bornbach testified at the temporary-injunction hearing that the purpose of setting
up the SalesForce account for Clearly Compliant was to “automate some of the[]
processes and not work from so many disparate spreadsheets that we don’t
know for sure when they’re all—have been updated.” At the permanent-
injunction hearing, Bornbach explained the SalesForce account was intended “to
demonstrate to [Else] that technology could be a tool that she—we could
consider using in this business as we move forward together.”
The partnership negotiation was ultimately unsuccessful; Bornbach ended
the negotiations and her relationship with Else on May 2, 2014. On May 7,
Bornbach informed Else she intended to compete with Clearly Compliant. From
that time, Clearly Compliant and Capstone have directly competed in the field of
charitable-solicitation registration.
Clearly Compliant filed the petition in this matter on December 19, 2014,
seeking temporary and permanent injunctions preventing Capstone from further
misappropriating trade-secret information. After a hearing held April 9 and May
26, 2015, the district court granted the request for a temporary injunction. The
temporary injunction enjoined Bornbach and Capstone from
(a) any further misappropriation of [Clearly Compliant]’s trade secret information learned or discovered through any association, business dealing, or conversation with Sarah Else, [Else’s husband], or any agent, employee, or volunteer worker of [Clearly Compliant]; (b) disclosing, using, or selling any information found in [Clearly Compliant]’s information and/or marketing strategies; and (c) injuring [Clearly Compliant]’s business reputation. I further enjoin Theresa Bornbach and [Capstone] from any further contact with [Clearly Compliant]’s clients and prospects that Sarah Else and/or [Clearly Compliant] disclosed to Theresa Bornbach or of 5
whom Theresa Bornbach learned through her association with Sarah Else and/or [Clearly Compliant] prior to May 2, 2014.
The hearing on the request for a permanent injunction was held June 21 and 22,
2016. The court entered an order on July 25, 2016, denying the request for a
permanent injunction. The court determined that at the time of the permanent-
injunction hearing Clearly Compliant and Capstone employed two different
business models. The court stated that Clearly Compliant’s master spreadsheet
in its current, updated form2 would likely constitute a trade secret justifying
conversion of the temporary injunction into a permanent injunction to bar
Capstone from using the current spreadsheet. However, the court noted both
parties testified Capstone does not have access to the spreadsheet in its current
form. Thus, the court determined imposition of a permanent injunction was not
appropriate. The court also denied both parties’ requests for attorney fees.
Clearly Compliant now appeals, and Bornbach and Capstone cross-appeal.
II. Standard of Review.
“We review actions for injunctive relief de novo.” Master Builders of Iowa,
Inc. v. Polk Cty., 653 N.W.2d 382, 387 (Iowa 2002).
We review the district court’s refusal to award attorney fees pursuant to
Iowa Code chapter 550 (2014) for an abuse of discretion. Olson v. Nieman’s,
Ltd., 579 N.W.2d 299, 316 (Iowa 1998).
2 Else testified the spreadsheet must be updated frequently to keep abreast of the fast- changing state laws respecting charitable solicitation registration. 6
III. Permanent Injunction.
Clearly Compliant contends the district court should have granted a
permanent injunction preventing Capstone from utilizing Clearly Compliant’s
pricing model and materials to unfairly compete with Clearly Compliant.
“A plaintiff who seeks a permanent injunction must establish ‘(1) an
invasion or threatened invasion of a right; (2) that substantial injury or damages
will result unless the request for an injunction is granted; and (3) that there is no
adequate legal remedy available.’” In re Langholz, 887 N.W.2d 770, 779 (Iowa
2016) (citation omitted).
When determining whether an injunction is the proper remedy, the court must weigh the relative hardship to each party. A permanent injunction should be structured so it affords relief to the complainant but does not interfere with the legitimate and proper actions of the person against whom it is granted. A permanent injunction should only be ordered to prevent damage likely to occur in the future; it is not meant to punish for past damage.
Id. at 779-80 (citations omitted).
Iowa Code section 550.3(1) allows “[t]he owner of a trade secret [to]
petition the court to enjoin an actual or threatened misappropriation.”
IV. Trade Secret and Misappropriation.
Clearly Compliant maintains its pricing model and materials were trade
secrets and were inappropriately taken and utilized by Bornbach and Capstone
to commence and operate their own charitable-solicitation-registration business.
Clearly Compliant argues the district court improperly refused to grant injunctive
relief to prevent Capstone from further misappropriating Clearly Compliant’s
trade-secret information. 7
Before determining if injunctive relief may be awarded, there must first be
sufficient evidence that the information sought to be protected constitutes a
“trade secret” under Iowa law. See Iowa Code § 550.3(1); Lemmon v.
Hendrickson, 559 N.W.2d 278, 279 (Iowa 1997).
A trade secret is defined as
information, including but not limited to a formula, pattern, compilation, program, device, method, technique, or process that is both of the following: (a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by a person able to obtain economic value from its disclosure or use. (b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
Iowa Code § 550.2(4). Factors to be considered when evaluating if information
constitutes a trade secret include:
(1) the extent to which the information is known outside of [the] business; (2) the extent to which it is known by employees and others involved in [the] business; (3) the extent of measures taken . . . to guard the secrecy of the information; (4) the value of the information [to the business and its competitors]; (5) the amount of effort or money expended . . . in developing the information; (6) the ease or difficulty with which the information could be properly acquired or duplicated by others.
Cemen Tech, Inc. v. Three D Indus., L.L.C., 753 N.W.2d 1, 7 (Iowa 2008)
(alterations in original) (citation omitted).
Second, it must be established that the information was “misappropriated.”
See Iowa Code § 550.3(1); Cemen Tech, Inc., 753 N.W.2d at 6. Iowa law
defines misappropriation as including any of the following:
(a) Acquisition of a trade secret by a person who knows that the trade secret is acquired by improper means. 8
(b) Disclosure or use of a trade secret by a person who uses improper means to acquire the trade secret. (c) Disclosure or use of a trade secret by a person who at the time of disclosure or use, knows that the trade secret is derived from or through a person who had utilized improper means to acquire the trade secret. (d) Disclosure or use of a trade secret by a person who at the time of disclosure or use knows that the trade secret is acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use. (e) Disclosure or use of a trade secret by a person who at the time of disclosure or use knows that the trade secret is derived from or through a person who owes a duty to maintain the trade secret’s secrecy or limit its use. (f) Disclosure or use of a trade secret by a person who, before a material change in the person’s position, knows that the information is a trade secret and that the trade secret has been acquired by accident or mistake.
Iowa Code § 550.2(3).
A. Are Clearly Compliant’s pricing model and materials trade secrets?
Else argues she developed Clearly Compliant’s unique pricing model based on
her extensive research, and Capstone continues to improperly utilize the same
pricing model to unfairly compete. Clearly Compliant employs a pricing strategy
whereby clients are charged an initial-registration fee in the amount of $175 per
state, and a renewal fee in the amount of $150 per state. Capstone also charges
clients a set initial-registration fee and a lower renewal fee per state but offers
lower amounts than Clearly Compliant for both fees. Both Clearly Compliant and
Capstone charge costs for additional tasks, such as postage. Although
Capstone offers lower initial-registration and renewal fees, its costs ultimately
result in a higher total bill for its clients. Clearly Compliant also requires a three-
year contract term for its clients. Else testified at the permanent-injunction
hearing that Capstone’s website states a three-year contract is required for 9
clients engaging in services described as self-service and self-service plus full
service. Clearly Compliant contends Capstone employs Clearly Compliant’s
trade-secret pricing model but charges slightly less for the initial registration and
renewal fees to undercut Clearly Compliant and lure clients with lower advertised
prices.
Clearly Compliant also asserts Capstone improperly acquired and used
Clearly Compliant’s materials, including its assessment form, intake form,
uniform board resolution, and confidentiality agreement. Clearly Compliant
asserts the materials were created based on Else’s research and could not be
easily duplicated, and through Bornbach’s access to these documents, Capstone
created and is using nearly-identical documents.
Capstone responds it has not used any of Clearly Compliant’s documents
except the confidentiality agreement, but such use ceased prior to the temporary-
injunction hearing in February 2015. Bornbach testified at trial she authored
Capstone’s materials based on her independent research and use of the NOLO
guide3 on nonprofit fundraising registration. Capstone also asserts the
information Clearly Compliant seeks to be protected is not trade-secret
information because it is publicly available and because Clearly Compliant
provided the information to its clients without requiring the clients keep the
materials confidential.4
3 The NOLO guide is a trade publication that provides information about the charitable- solicitation-registration procedure; how to determine whether an organization is exempt from registration in particular states; and state-specific requirements, forms, and costs. 4 The confidential agreement promises clients that their information will be kept confidential but does not require the clients to keep Clearly Compliant’s information 10
We acknowledge—if properly protected—the pricing model and materials
could constitute trade secrets. See Iowa Code § 550.2(4); US West Commc’ns,
Inc. v. Office of Consumer Advocate, 498 N.W.2d 711, 714 (Iowa 1993)
(“Business information may . . . fall within the definition of a trade secret,
including such matters as maintenance of data on customer lists and needs,
source of supplies, confidential costs, price data and figures.”). Here, when Else
and Bornbach were involved in partnership negotiations but were not yet partners
in Clearly Compliant, Else shared information and materials with Bornbach and
allowed Bornbach to begin collaborating on client outreach. Else recalled
Bornbach had promised confidentiality to her business-coaching clients, and Else
presumed the confidentiality would continue during the partnership negotiations.
However, Else did not allege a breach of the business-coaching confidentiality
agreement in the petition, and Bornbach testified the business-coaching
relationship ceased prior to the start of the partnership negotiations.
Significantly, Clearly Compliant did not require Bornbach to sign a nondisclosure
or confidentiality agreement prior to giving Bornbach access to the alleged trade-
secret information. See Cemen Tech, Inc., 753 N.W.2d at 8 (stating
“nondisclosure and confidentiality agreements are relevant to determine whether
information constitutes a trade secret”). We find under the circumstances Clearly
Compliant did not make reasonable efforts to maintain the secrecy of its pricing
model and materials as required by section 550.2(4)(b).
confidential, although many of Clearly Compliant’s forms are marked “confidential” on their face. 11
The record also reflects that nearly all of the information at issue in this
matter is presently publicly available. Bornbach and Capstone admitted the 2013
and 2016 NOLO guides into evidence. The guides provide a comprehensive
overview of the charitable-solicitation-registration business and lists state-specific
information regarding registration requirements. Bornbach testified she was also
able to obtain registration information by referencing state websites and speaking
to state employees directly. In order for information to be a trade secret, “[t]he
subject matter . . . must be secret. Matters of public knowledge or of general
knowledge in an industry cannot be appropriated by one as [their] secret.” Id.
(citation omitted).
Moreover, while comparison of both companies’ materials—including the
intake forms, assessment forms, short-form board resolutions, and confidentiality
agreements—indicates Clearly Compliant’s materials were likely used in the
creation of Capstone’s materials, at the time of the permanent-injunction hearing
the materials of the two companies were not the same. For example, Clearly
Compliant’s intake form has fifty-one questions compared to Capstone’s forty-
four,5 and not all of Capstone’s questions can be found on Clearly Compliant’s
intake form. Similarly, while Clearly Compliant and Capstone’s assessment
forms seek similar information, Clearly Compliant’s contains nine categories of
information and Capstone’s contains seventeen.
Additionally, Clearly Compliant’s short-form board resolution states as
follows:
5 Counting its subparts, Capstone’s intake form has eighty-one points of inquiry. 12
{NAME OF CLIENT} Board of Directors resolve that {NAME OF CLIENT}’s President and CEO, Executive Vice President, Chief Executive Officer, other {NAME OF CLIENT} officers or directors as required by state law, or their designated official, Clearly Compliant, L.L.C., have the authority to execute documents and on-line forms for registration, renewal, financial reporting, licensing, and other mandatory state reporting requirements for charitable solicitation requirements. The {NAME OF CLIENT} Board of Directors further acknowledges that they will continue to monitor matters of policy and finances of the organization.
Capstone’s board resolution reads:
The Board of Directors of [client] hereby resolve that the President /CEO, Executive Vice President, Chief Executive Officer, other officers/directors as required by state law, or their designated official, Capstone Charity Resources, have the authority to generate and execute documents and online forms for the purposes of Charitable Solicitation Registration/Renewal, periodic financial reporting, licensing, and other mandatory state reporting requirements for charitable solicitation requirements. The Board of Directors further acknowledges that they will continue to monitor this matter as part of policy and financial compliance.
The two uniform board resolutions are quite similar. However, at trial Bornbach
presented a Google-search result completed the previous evening reflecting the
information included in the uniform board resolutions is quickly accessible online.
The materials also include a confidentiality agreement that Clearly
Compliant requires each client to sign. The agreement provides Clearly
Compliant may obtain certain information from the client, which will be kept
confidential. The agreement identifies the following information will be
confidential:
Information relating to proprietary ideas, existing and/or contemplated products and services, costs, profit and margin information, finances and financial projections, customers, clients, marketing, current or future business plans and models, donor information, and fundraising strategies regardless of whether such 13
information is designated as “Confidential Information” at the time of its disclosure.
Capstone acknowledges it has used the identical confidentiality
agreement in the past but contends it has since revised the form it now uses.
Capstone contended it ceased use of the identical agreement in February 2015,
and the record evidence reflects that its use of the agreement ended by at least
by March 6, 2015. But the revised form remains identical except instead of
itemizing the information or materials to be kept confidential, the revised form
states “[a]ny and all information provided by Discloser to Recipient.” However,
we are unable to conclude the confidentiality agreement or the board resolution
derive any independent economic value, which is required to constitute a trade
secret. See Olson, 579 N.W.2d at 313. We doubt any potential client would
select Clearly Compliant because of the form of these two documents.
Comparison of Clearly Compliant’s and Capstone’s pricing models also
reveals differences. While Capstone’s pricing model is similar to Clearly
Compliant’s, Capstone charges different fees and has costs for differing
additional items. Ultimately, Capstone actually offers the more-expensive
product. We also note Clearly Compliant provided pricing information to its
customers with no requirement the pricing information be kept confidential. See
Titan Intern’l, Inc. v. Bridgestone Firestone North Am. Tire, L.L.C., 752 F. Supp.
2d 1032, 1040 (S.D. Iowa 2010) (stating “customer pricing information ultimately
belongs to the customer and can be divulged by the customer to anyone if the
customer is willing to provide that information”). 14
At this juncture, Clearly Compliant has failed to prove the materials and
pricing model constitute trade secrets. We acknowledge Clearly Compliant
expended much time and effort to develop its pricing model and materials, and
the information is not readily known outside of the business. But the NOLO
guide and other public-information forums now make much of the information
easy to acquire. Moreover, Clearly Compliant did not take reasonable steps to
protect the secrecy of the information, and Capstone’s current materials and
pricing model are different than Clearly Compliant’s materials and pricing model.
More importantly, both parties agree Bornbach and Capstone do not have
access to Clearly Compliant’s materials or pricing model in their current form.
The economic value is in Clearly Compliant’s updated materials, not in the
outdated information. Thus, as the district court noted, the circumstances from
the time of the entry of the temporary injunction differ from the facts at the time of
the permanent-injunction hearing.
B. Was there a misappropriation? Here, all of the materials were
disclosed to Bornbach without any requirement of confidentiality. We note the
United States Supreme Court explained that once a trade secret is disclosed to
“others who are under no obligation to protect the confidentiality of the
information, or [is] otherwise publicly disclose[d] . . . [the] property right is
extinguished.” Ruckelshaus v. Monsato Co., 467 U.S. 986, 1002 (1984). We
believe this principle is equally applicable to these facts. Under Iowa law, the
misappropriation must arise under “improper means” unless the recipient
otherwise owed a duty to maintain secrecy of the information or the information 15
was obtained by accident or mistake. See Iowa Code § 550.2(3). “Improper
means” is defined as “theft, bribery, misrepresentation, breach or inducement of
a breach of duty to maintain secrecy, or espionage, including but not limited to
espionage through an electronic device.” Id. § 550.2(1).
Here, Bornbach owed no duty to Clearly Compliant and did not receive the
information by accident or mistake. Although Clearly Compliant alleges the
taking was under stealth, there is insufficient evidence Bornbach misrepresented
her interest in a partnership of Clearly Compliant and simply wanted to steal
“trade secrets.” Rather, it appears more likely that only after negotiations broke
down, or nearly so, did Bornbach decide to begin her business. The information
was freely provided to Bornbach during partnership discussions without any
obligation to keep the information confidential. As a result, even if we could
conclude Clearly Compliant’s pricing model and materials were trade secrets, we
are unable to conclude Bornbach misappropriated the information.
In sum, Clearly Compliant did not take reasonable steps to protect the
information for which it now seeks trade-secret protection. Clearly Compliant
voluntarily gave Bornbach access to its pricing model and materials without
securing a nondisclosure or confidentiality agreement. Additionally, during the
pendency of this matter, Bornbach had changed and updated Capstone’s
business method,6 pricing model, and materials based on her independent
research using publicly-available information. The outdated materials no longer
have any economic value. Although Bornbach and Capstone may be guilty of a
moral breach of trust and friendship, we conclude Clearly Compliant has not met 6 Notably, Capstone utilizes a third-party software as part of its business method. 16
its burden to show that Capstone misappropriated a trade secret or that Clearly
Compliant would incur future damages authorizing permanent injunctive relief.
The district court properly denied the request for a permanent injunction.
V. Attorney Fees.
Clearly Compliant also asserts the district court should have granted its
request for attorney fees. Clearly Compliant requested attorney fees in its
petition for temporary and permanent injunctions.
If Clearly Compliant has properly preserved the issue of an award of
attorney fees because of its successful prosecution in obtaining a temporary
injunction, we nonetheless conclude the district court has not abused its
discretion in denying any relief. Iowa Code section 550.6 provides, in part, that
the court “may award actual and reasonable attorney fees to the prevailing party
in an action under this chapter.” However, a successful party must also prove
the party enjoined acted willfully and maliciously in the appropriation. Iowa Code
§ 550.6(3). The district court reserved its decision on the attorney fees request
at the time of entry of the temporary injunction and made no finding of any willful
or malicious misappropriation. In its final order denying a permanent injunction,
the district court stated:
Clearly Compliant has successfully prosecuted its request for a temporary injunction. Bornbach and Capstone ha[ve] successfully defended themselves from Clearly Compliant’s request for a permanent injunction. Under these circumstances I find that each party should be responsible for their own attorney fees.
One question is whether Clearly Compliant was the prevailing party. It is
certainly possible that after a temporary injunction is entered, the successful 17
party may choose to forego seeking a permanent injunction after the passage of
some time. In that event, the successful party would have a stronger argument
than does Clearly Compliant of being the prevailing party. More significantly,
there is no requirement that any attorney fees be awarded. See Iowa Code §
550.6. Here, both parties sought attorney fees with Clearly Compliant
succeeding in obtaining a temporary injunction and Bornbach and Capstone
prevailing on the request for a permanent injunction. We conclude there was no
abuse of discretion as the district court adequately explained its reasons and
accomplished equity under these facts. See Iowa R. Civ. P. 1.1501 (an
injunction may be sought as a remedy in an action in equity); see also
Gablemann v. NFO, Inc., 606 N.W.2d 339, 342 (Iowa 2000) (stating the court
abuses its discretion “only when the court rests its discretionary ruling on
grounds that are clearly unreasonable or untenable”).
VI. Cross-Appeal.
On cross-appeal, Bornbach and Capstone contend the district court
should have granted their request for attorney fees because Clearly Compliant
brought its claims in bad faith. Iowa Code section 550.6(1) allows the court to
award attorney fees to the prevailing part if “[a] claim of misappropriate is made
in bad faith.” Bad faith can be shown by “(1) objective speciousness of the
plaintiff’s claim, and (2) plaintiff’s subjective misconduct . . . . Objective
speciousness exists where there is a complete lack of evidence supporting [the]
plaintiff’s claims.” Primmer v. Langer, No. 13-0930, 2014 WL 4930456, at *10 18
(Iowa Ct. App. Oct. 1, 2014) (quoting Sun Media Sys. Inc. v. KDSM, L.L.C., 587
F. Supp. 2d 1059, 1073 (S.D. Iowa 2008)).
We do not agree Clearly Compliant’s action was initiated in bad faith.
Notably, the district court initially awarded the request for a temporary injunction
on the facts presented by Clearly Compliant. Although we ultimately conclude
the court properly denied the request for a permanent injunction, there was not a
complete lack of evidence supporting Clearly Complaint’s claims. We therefore
conclude the district court did not abuse its discretion in denying Bornbach and
Capstone’s request for attorney fees, and we affirm.
VII. Conclusion.
On our de novo review, we find Clearly Compliant has not shown it is
entitled to the protection of trade-secret information under section 550.3(1). We
therefore conclude the district court properly denied Clearly Compliant’s request
for a permanent injunction. We also conclude the district court did not abuse its
discretion in denying both parties’ requests for attorney fees.
AFFIRMED.