Lagree Fitness, Inc. et al. v. Studio Physique, LLC et al.

• Court: District Court, C.D. California
• Decided: April 24, 2026
• Docket: 2:25-cv-10834
• Status: Unknown

Opinion

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8 United States District Court 9 Central District of California

11 LAGREE FITNESS, INC. et al., Case № 2:25-cv-10834-ODW (MBKx)

12 Plaintiffs, ORDER DENYING PLAINTIFFS’ 13 v. MOTION FOR PRELIMINARY 14 STUDIO PHYSIQUE, LLC et al., INJUNCTION [23]

15 Defendants.

16 17 I. INTRODUCTION 18 Plaintiffs Lagree Fitness, Inc. and Lagree Technologies, Inc. (together, 19 “Lagree”) bring this trademark infringement action against Defendant Studio 20 Physique, LLC. (First Am. Compl. (“FAC”), Dkt. No. 17.) Lagree now moves for a 21 preliminary injunction, asking the Court to enjoin Studio Physique’s use of Lagree’s 22 trademarks after Lagree purportedly terminated a licensing agreement between it and 23 Studio Physique (the “Licensing Agreement”). (Mot. Prelim. Inj. (“Mot.” or 24 “Motion”), Dkt. No. 23.) For the reasons discussed below, the Court VACATES the 25 April 27, 2026 hearing on this matter and DENIES the preliminary injunction.1 26 27 1 Having carefully considered the papers filed in connection with the Motion, the Court deems the 28 matter appropriate for decision without oral argument. Fed. R. Civ. P. 78; C.D. Cal. L.R. 7-15; S.F.-Oakland Newspaper Guild v. Kennedy ex rel. NLRB, 412 F.2d 541, 546 (9th Cir. 1969). 1 II. BACKGROUND 2 A. Lagree Fitness 3 Lagree is a fitness company, founded in 2001 by its current CEO, Sebastien 4 Lagree. (Decl. Sebastien Lagree ISO Mot. (“Lagree Decl.”) ¶¶ 1, 3–4, Dkt. No. 23-1.) 5 Lagree developed an extremely popular, high intensity, low impact workout, now 6 called the Lagree Method. (Id. ¶ 3.) Lagree also invented specialized equipment to 7 use with the Lagree Method. (Id. ¶ 4.) Specifically, Lagree invented the Proformer, 8 which is a refined version of a Pilates “reformer” but specifically engineered for the 9 Lagree Method. (Id.) Lagree later refined the Proformer and invented the 10 Megaformer to improve performance and comfort. (Id. ¶ 5.) 11 Since its founding, Lagree has registered several trademarks associated with the 12 Megaformer and the Lagree Method. (Decl. Meredith L. Williams ISO Mot. Exs. I–T 13 (“Marks”), Dkt. Nos. 23-10 to 23-21.) Lagree’s trademarks include MEGAFORMER, 14 LAGREE METHOD,2 and LAGREE STUDIO (collectively, the “Marks”). (See 15 Marks.) 16 B. Licensing Agreement 17 Founded in 2015, Studio Physique is a Florida-based and Lagree-branded 18 fitness studio owned by Christine Field. (Decl. Christine L. Field ISO Opp’n (“Field 19 Decl.”) ¶¶ 3–4, 6–8, Dkt. No. 27-2.)3 On February 10, 2015, Studio Physique entered 20 into the Licensing Agreement with Lagree. (Lagree Decl. Ex. A (“Licensing 21 Agreement”), Dkt. No. 23-2.) The Licensing Agreement affords Studio Physique the 22 right to use the Marks and the Lagree Method and to buy Lagree’s Megaformers (the 23 “License”). (See generally id.) The Licensing Agreement prohibits Studio Physique 24 from creating or using knock-off Megaformers. (Id. § 2.D.) The Licensing 25 Agreement provides that any such creation or use “shall be considered an immediate 26 27 2 To clarify, “Lagree Method” is the exercise, but “LAGREE METHOD” is the trademark. 28 3 To the extent the Court relies on objected-to evidence in this order, the parties’ objections to such evidence have been thoroughly considered and are overruled. 1 and material breach of the Agreement,” which then gives Lagree the option to seek 2 “immediate injunctive relief in connection with such breach.” (Id.) 3 The Licensing Agreement has two termination clauses. Section 1.D provides 4 that Lagree “may terminate the License by a thirty (30) day written notice.” Section 4 5 further reiterates this requirement and adds a curing provision: 6 No failure by either party hereto to perform any of its obligations hereunder shall be deemed a material breach of this [Licensing] 7 Agreement until the other party gives such non-performing party written 8 notice of its failure to perform and such failure has not been corrected 9 within 30 days from and after the service of such notice. 10 C. Lagree and Studio Physique’s Relationship 11 Over the span of its ten-year relationship with Studio Physique, Lagree was 12 largely absent from Studio Physique’s operations. (Field Decl. ¶ 22.) Lagree did not 13 conduct any audits or regular inspections of Studio Physique’s equipment or premises. 14 (Id. ¶ 23.) Lagree also did not require Studio Physique to submit routine equipment 15 maintenance reports. (Id.) Further, Lagree did not inspect or manage Studio 16 Physique’s marketing materials, including social media posts and branding. (Id. ¶ 24.) 17 Since February 2015, Lagree personnel visited Studio Physique’s premises on four 18 occasions: three for a trainer certification program, and once for Studio Physique’s 19 grand opening. (Id. ¶ 26.) 20 As Studio Physique continued to operate, it began experiencing problems with 21 its Megaformers and availability of replacement parts. (Field Decl. ¶ 27.) Studio 22 Physique repeatedly contacted Lagree to repair, refurbish, and replace the 23 Megaformers through emails and phone calls with Lagree-associated contacts.4 (Id. 24 ¶¶ 29, 32.) Despite these attempts, Studio Physique struggled to maintain adequate 25 supply and availability of Megaformer parts. (Id. ¶ 29.) 26 27

28 4 Lagree claims that Studio Physique sent only one request for replacement equipment and one request to replace at least one Megaformer. (Lagree Decl. ¶¶ 20–21.) 1 In July 2025, Studio Physique purchased reformer-style machines and 2 replacement parts from an online seller unaffiliated with Lagree to avoid endangering 3 customers and closing the studio for an indeterminate period. (Id. ¶ 38.) These 4 machines cost Studio Physique $2,000 each, rather than the $23,000 price of Lagree’s 5 Megaformer. (Id. ¶ 39.) Studio Physique did not receive any reports of injury or 6 complaints about the functionality of the reformer-style machines. (Id. ¶¶ 39–41.) 7 In August 2025, Lagree learned that Studio Physique was using new knock-off 8 Megaformers. (Id. ¶¶ 42–44.) On September 11, 2025, Lagree’s CEO visited Studio 9 Physique unannounced. (Id. ¶¶ 42, 50.) According to Field’s declaration and 10 surveillance footage, Lagree’s CEO spent a total of two minutes and seventeen 11 seconds in Studio Physique. (Id. ¶ 43.) During this time, he touched and 12 photographed two machines, but he did not exercise, observe a class, or otherwise 13 evaluate the machines. (Decl. Aubrey Wollet ISO Opp’n (“Wollet Decl.”) ¶¶ 4–9, 14 Dkt. No. 27-3.) 15 On October 1, 2025, Lagree sent a termination letter to Studio Physique. (Decl. 16 Craig J. Englander ISO Mot. (“Englander Decl.”) ¶¶ 3–8, Dkt. No. 23-1.) In the letter, 17 Lagree indicated that Studio Physique had breached the Licensing Agreement by 18 using “counterfeit Megaformers.” (Id. ¶ 4.) Lagree stated that it had terminated the 19 Licensing Agreement and demanded that Studio Physique stop using the Marks. (Id. 20 ¶ 6.) 21 D. Procedural Background 22 On October 1, 2025, the same day Lagree sent its termination letter to Studio 23 Physique, Lagree sued Studio Physique in state court for violation of trademark rights 24 under the Lanham Act, breach of contract, and unlawful business practices or acts. 25 (Notice Removal (“NOR”) Ex. 4 (“Compl.”), Dkt. No. 1-4.) On November 12, 2025, 26 Lagree removed the action to this Court. (NOR, Dkt. No. 1.) On March 16, 2026, 27 Lagree moved for this preliminary injunction. (Mot.) 28 1 III. LEGAL STANDARD 2 A court may grant preliminary injunctive relief to prevent “immediate and 3 irreparable injury.” Fed. R. Civ. P. 65(b). To obtain this relief, the plaintiff must 4 establish: (1) a likelihood of success on the merits; (2) a likelihood that he will suffer 5 irreparable harm if the preliminary relief is not granted; (3) that the balance of equities 6 tips in his favor; and (4) that the injunction is in the public interest (the “Winter 7 factors”). See Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 20 (2008). 8 The purpose of a preliminary injunction is merely to preserve the relative 9 positions of the parties until a trial on the merits can be held. Univ. of Texas v. 10 Camenisch, 451 U.S. 390, 395 (1981). The burden of demonstrating the need for a 11 preliminary injunction rests with the moving party. Mazurek v. Armstrong, 520 U.S. 12 968, 972 (1997). The moving party must meet this burden with a “clear showing” that 13 the preliminary injunction is warranted. Conn. Gen. Life Ins. Co. v. New Images of 14 Beverly Hills, 321 F.3d 878, 881 (9th Cir. 2003). 15 IV. DISCUSSION 16 The Court finds that Lagree is not entitled to a preliminary injunction because it 17 has not demonstrated that it is likely to succeed on the merits. 18 A. Likelihood of Success on the Merits 19 The Court finds that Lagree has not established likelihood of success on the 20 merits of its trademark infringement claim. To claim trademark infringement, a 21 plaintiff must show that: (1) it has a valid and protectable trademark, and (2) the 22 defendant’s use of the mark is likely to cause consumer confusion. Applied Info. Scis. 23 Corp. v. eBay, Inc., 511 F.3d 966, 969 (9th Cir. 2007). 24 Lagree argues that it terminated the Licensing Agreement in its October 1, 25 2025, termination letter, and therefore, Studio Physique’s continued use of Lagree’s 26 valid Marks is likely to cause consumer confusion. (Mot. 20–22.) Studio Physique 27 argues that Lagree abandoned its trademark rights by engaging in naked licensing. 28 (Opp’n 13–16, Dkt. No. 27.) Studio Physique also argues that Lagree did not 1 effectively terminate the Licensing Agreement in its October 1, 2025 letter because 2 Lagree failed to adhere to the Licensing Agreement’s notice-and-cure clause. (Id. 3 at 12–13.) 4 The Court finds that Studio Physique has demonstrated Lagree likely forfeited 5 its right to enforce the Marks because Lagree likely engaged in naked licensing. The 6 Court also finds that Lagree likely did not effectively terminate the Licensing 7 Agreement, such that Studio Physique’s continued use of the Marks is authorized and 8 not confusing. 9 1. Valid and Protectable Trademark—Naked Licensing 10 The Court finds that Lagree has not demonstrated that it likely has a valid and 11 protectable trademark to enforce against Studio Physique because it likely abandoned 12 its trademark rights through naked licensing. The parties do not dispute that Lagree 13 validly registered the Marks. (Mot. 19–20; Opp’n 11–13.) However, Studio Physique 14 contends that Lagree abandoned its rights to enforce the Marks against it by engaging 15 in naked licensing. (Opp’n 13–16.) 16 Naked licensing occurs when “the licensor fails to exercise adequate quality 17 control over the licensee.” Barcamerica Int’l USA Tr. v. Tyfield Imps., Inc., 289 F.3d 18 589, 596 (9th Cir. 2002). Naked licensing is “inherently deceptive and constitutes 19 abandonment of any rights to the trademark by the licensor.” Id. at 598 (citation 20 modified). As the abandonment is involuntary, courts do not require a showing of 21 subjective intent to find naked licensing. Id. at 596. 22 While the “requisite degree of control varies by situation,” courts analyze three 23 areas of control “to decide whether a licensor exercises adequate control over its 24 marks”: (1) “whether the license contained an express contractual right on the part of 25 the licensor to inspect and supervise the licensee’s operations”; (2) “whether the 26 licensor exercised actual control of the licensee’s operations”; and (3) “whether the 27 licensor reasonably relied on the licensee to maintain quality control.” F19 28 Franchising, LLC v. Endo Fitness LL, LLC, No. 2:23-cv-00185-MEMF (JCx), 1 2023 WL 11950376, at *6 (C.D. Cal. July 28, 2023) (citing Barcamerica, 289 F.3d 2 at 596–97). “[T]he proponent of a naked license theory faces a stringent standard of 3 proof.” Barcamerica, 289 F.3d at 596 (citation modified). 4 a. Express Contractual Rights 5 The Court finds that the Licensing Agreement does not provide Lagree with an 6 express right to supervise Studio Physique’s operations in a meaningful way, which 7 suggests Lagree lacked control over the Marks. 8 When considering this potential avenue, courts look at whether licensors have 9 retained contractual rights to “control[] or supervise[] the most critical aspects of 10 building goodwill and value” in their trademarks. Dep’t of Parks & Recreation v. 11 Bazaar Del Mundo Inc., 448 F.3d 1118, 1131 (9th Cir. 2006). For example, when the 12 trademark’s use is in connection with restaurant services, courts consider whether the 13 licensing agreement included “any provision for routine inspections, adoption of any 14 particular design, or even an operating manual for the conduct of the restaurant[’s] 15 business.” Id. at 1131–32. The absence of express contractual rights to monitor or 16 restrict the quality of goods or services produced under a trademark suggests naked 17 licensing. FreecycleSunnyvale v. Freecycle Network, 626 F.3d 509, 516 (9th Cir. 18 2010). 19 Here, the most critical aspect of building customer goodwill and value in the 20 Marks is the quality of the Megaformers and the Lagree brand. (See Licensing 21 Agreement § 2.E (acknowledging the importance and great value of the goodwill in 22 the Marks and Megaformers).) However, the Licensing Agreement does not confer 23 Lagree with either the right to routinely inspect the Megaformers or recourse for 24 Studio Physique’s failure to maintain the Megaformers. (See generally id.) The 25 Licensing Agreement also does not provide Lagree with any operating standards in the 26 form of a manual or a similar document. (See generally id.) Indeed, other than a rote 27 mention of “uphold[ing] [Lagree’s] good name,” (id. § 2.E), the Licensing Agreement 28 provides no standard with which to measure performance. Consequently, the 1 Licensing Agreement does not provide Lagree with any recourse should Studio 2 Physique’s quality of instruction or use of the Megaformers become substandard and 3 impact Lagree’s brand. Thus, Lagree did not retain any ability to “control[] or 4 supervise[] the most critical aspects of building goodwill and value” in its trademarks. 5 See Bazaar Del Mundo, 448 F.3d at 1132 (finding that an agreement that provided “no 6 recourse to the [licensor] if the quality of” the licensee’s services “were to deteriorate” 7 did not show sufficient quality control). 8 Accordingly, the Court finds that Lagree does not possess a meaningful express 9 contractual right of quality control over the Marks, which supports naked licensing. 10 b. Actual Control 11 The Court finds that Studio Physique has demonstrated that Lagree likely failed 12 to exercise adequate actual control of the Marks, further suggesting Lagree lacked the 13 requisite control over the Marks. 14 Without actual control, the trademark no longer functions as “a symbol of 15 quality and a controlled source.” FreecycleSunnyvale, 626 F.3d at 516. A party may 16 demonstrate actual control through declarations detailing inspections, and their 17 circumstances, conducted over a period of several years. See F19 Franchising, LLC, 18 2023 WL 11950376, at *7 (finding declarations of inspections over a five-year period 19 sufficient to show actual control); but see Barcamerica, 289 F.3d at 597 (refusing to 20 find actual control where the licensor failed to detail the circumstances of its 21 inspections). However, merely identifying multiple random inspections over a 22 multi-year period is insufficient to suggest actual control. See Barcamerica, 289 F.3d 23 at 596–97 (affirming trial court’s finding of lack of actual control where a licensor 24 could only point to “random” inspections and reliance on the licensee’s reputation). 25 Here, the Court finds that Lagree likely failed to exercise actual control over the 26 Marks. Since Studio Physique opened in 2015, Lagree did not conduct any routine 27 inspections, enforce a written quality-standards manual, evaluate any Megaformers, or 28 require pre-authorization for advertisements or social media posts. (Field Decl. 1 ¶¶ 22–26.) Although Lagree visited Studio Physique once for a grand opening party 2 and three separate times for an optional trainer-certification program, none of these 3 visits were required by the Licensing Agreement or related to the inspection of the 4 Megaformers or any other compliance control regime. (Id. ¶ 26.) Indeed, in Lagree’s 5 more than ten-year relationship with Studio Physique, Lagree inspected Studio 6 Physique’s Megaformers only once, on September 11, 2025, for a total of two minutes 7 and seventeen seconds. (Id. ¶¶ 42–43.) As the Megaformers are specialized 8 equipment, and Lagree claims that knock-off equipment can malfunction, (Lagree 9 Decl. ¶¶ 4, 17), it is unreasonable that Lagree inspected Studio Physique’s 10 Megaformers only once in ten years for genuine parts and quality control, see Edwin 11 K. Williams & Co. v. Edwin K. Williams & Co.-E., 542 F.2d 1053, 1159–60 (9th Cir. 12 1976) (discussing that a licensor licensing a potentially dangerous product must exert 13 a higher level of quality control). 14 As Lagree conducted only one actual inspection over a ten-year period, the 15 Court finds that Studio Physique has demonstrated that Lagree likely did not exercise 16 adequate control, supporting naked licensing. 17 c. Reasonable Reliance 18 The Court finds that Lagree likely cannot establish reasonable reliance on 19 Studio Physique to perform quality control, which suggests that Lagree lacked any 20 control over the Marks. 21 Where a licensor does not have or exercise actual control, a licensor may still 22 demonstrate adequate control over the trademark where it is familiar with and relies 23 upon the licensee’s ability and integrity. FreecycleSunnyvale, 626 F.3d at 518 24 (examining the licensor’s familiarity and reliance on the licensee’s quality controls); 25 Transgo, Inc. v. Ajac Transmission Parts Corp., 768 F.2d 1001, 1017–18 (9th Cir. 26 1985) (evaluating a licensing relationship by examining the licensor’s confidence in 27 the licensee’s ability and integrity). For example, courts have found reasonable 28 reliance on the licensee where the licensor was “engaged in a close working 1 relationship” with the licensees prior to entering into a licensing agreement. Arner v. 2 Sharper Image Corp., No. 2:94-cv-1713-ABC (BQRx), 1995 WL 873730, at *5 3 (C.D. Cal. Oct. 5, 1995) (finding reasonable reliance based on a relationship that was 4 “more than merely arms-length”). Conversely, “conclusory statements as to the 5 existence of quality controls” are insufficient to demonstrate reasonable reliance. 6 Barcamerica, 289 F.3d at 596–97 (finding lack of reasonable reliance where a licensor 7 could only point to conclusory statements and reliance on the reputation of licensee’s 8 deceased employee). 9 Here, the Court finds that, to the extent Lagree relied on Studio Physique to 10 perform quality control, such reliance was likely unreasonable. Although Lagree and 11 Studio Physique present conflicting evidence on the extent of communications 12 between them, under no circumstance do the facts demonstrate that Lagree was 13 “familiar with” Studio Physique’s efforts to control quality.5 First, Lagree provides no 14 evidence from which the Court could conclude that it was reasonable for Lagree to 15 surrender its quality control to Studio Physique at the outset of their relationship. 16 Instead, the record demonstrates that Lagree agreed to license its Marks and 17 Megaformers to Field, who had zero experience in running a fitness studio prior to 18 opening Studio Physique. (Field Decl. ¶ 3.) Moreover, there is no evidence that 19 Lagree made any attempt to learn whether it could trust its quality control to Field or 20 Studio Physique prior to entering the Licensing Agreement. (See generally Lagree 21 Decl; Field Decl.) 22 Second, although each party presents substantively different facts, neither 23 provides facts showing that Lagree attempted to familiarize itself with Studio 24 Physique’s quality control methods even after entering the Licensing Agreement. 25

26 5 Moreover, as the parties disagree over some of the fundamental facts underlying this case, a preliminary injunction should not issue. See Riverside All of Us or None v. City of Riverside, 27 No. 5:23-cv-01536-SPG (SPx), 2023 WL 7751774, at *3 (C.D. Cal. Nov. 14, 2023) (collecting cases 28 where courts denied requests for preliminary injunctions “where the parties fundamentally disagree on the facts underlying the case”). 1 According to Lagree itself, Lagree communicated with Studio Physique very 2 infrequently: in its entire relationship with Lagree, Lagree claims that Studio Physique 3 reportedly exchanged emails with Lagree only twice about the quality of the 4 Megaformers. (Lagree Decl. ¶¶ 20–21.) According to Studio Physique, it attempted 5 to communicate with Lagree more frequently, but Lagree failed to adequately respond 6 to Studio Physique’s multiple requests for help with its equipment. (See, e.g., Field 7 Decl. ¶ 32.) Regardless of which account is to be believed, neither version shows that 8 Lagree had the requisite familiarity with Studio Physique’s quality control methods to 9 suggest Lagree could reasonably rely on Studio Physique to control the quality of the 10 trademark. As Lagree was unfamiliar with Studio Physique’s quality control 11 operations, Lagree’s purported reliance on Studio Physique to establish quality control 12 over the Marks—especially in light of Lagree’s lack of actual control—is likely 13 unreasonable. 14 In conclusion, the Court finds that Studio Physique has shown that Lagree 15 likely lacked meaningful express contractual rights of quality control, did not exercise 16 actual quality control, and unreasonably relied on Studio Physique’s quality control 17 measures. Consequently, the Court also finds that Studio Physique demonstrates that 18 Lagree likely engaged in naked licensing and forfeited its ability to enforce its 19 trademark rights in the Marks against Studio Physique. Therefore, Lagree cannot 20 demonstrate a likelihood of success on the issue of whether it has a valid and 21 protectable trademark to enforce in this action. 22 2. Likelihood of Confusion—Authorized Use 23 As Lagree fails to demonstrate likelihood of success on the merits of the first 24 element of its trademark claim, Lagree’s Motion fails. See Pollution Denim & Co. v. 25 Pollution Clothing Co., 547 F. Supp. 2d 11323, 1143 (C.D. Cal. 2007) (“Because the 26 court concludes that plaintiff has failed to demonstrate that it owns a [valid] 27 trademark, it need not address whether plaintiff has demonstrated a likelihood of 28 1 confusion.”). However, the Court shall also address the consumer confusion element 2 as a separate ground for denying the Motion. 3 Lagree argues that Studio Physique’s use of the Marks is likely to lead to 4 confusion because Lagree terminated the Licensing Agreement, making Studio 5 Physique’s continued use of the Marks unauthorized. (Mot. 20–22.) However, the 6 Court finds that Studio Physique has demonstrated Lagree likely never properly 7 terminated the Licensing Agreement, meaning that Studio Physique’s continued use of 8 the Marks is authorized and does not lead to a likelihood of confusion. 9 When a licensing relationship exists, the court presumes that the trademarks 10 used by the licensor and licensee are identical by virtue of the licensing agreement, 11 and as a result, no likelihood of consumer confusion exists. Robert Trent Jones II, Inc. 12 v. GFSI, Inc., 537 F. Supp. 2d 1061, 1065 (N.D. Cal. 2008). However, when a 13 licensee continues to use a licensor’s trademark after termination of a licensing 14 agreement, “courts have found that the continued use alone establishes a likelihood of 15 consumer confusion.” Sun Microsystems v. Microsoft Corp., 999 F. Supp. 1301, 1311 16 (N.D. Cal. 1998) (collecting cases). Thus, in a dispute between a licensor and a 17 licensee regarding a licensee’s continued use of the licensor’s trademark, the core 18 issue is whether the licensor properly terminated the licensing agreement. Jones II, 19 537 F. Supp. 2d at 1065 (finding that a licensee’s continued use of a trademark is 20 authorized when a licensor failed to properly terminate a licensing agreement). 21 The parties disagree as to whether the Licensing Agreement was properly 22 terminated. (Mot. 20–22; Opp’n 12–13.) When a licensing agreement has a 23 termination clause, “the clause controls[,] and a party to the contract may only 24 terminate in accordance with the terms specified.” Powertech Tech. v. Tessera, Inc., 25 No. C 11-6121 CW, 2014 WL 171830, at *4 (N.D. Cal. Jan. 15, 2014) (citing Kuffel v. 26 Seaside Oil Co., 11 Cal. App. 3d 354, 368 (1970)). 27 Here, the Licensing Agreement unequivocally requires Lagree to provide notice 28 and an opportunity to cure prior to terminating the Licensing Agreement. (Licensing 1 Agreement §§ 1.2, 4.) The Licensing Agreement provides that “in the event . . . [of a] 2 breach of [the Licensing Agreement],” Lagree may only “terminate the License by a 3 thirty (30) day written notice.” (Id. § 1.D.) The Licensing Agreement further 4 reiterates this requirement in section 4, providing that, 5 No failure by either party hereto to perform any of its obligations hereunder shall be deemed a material breach of this [Licensing] 6 Agreement until the other party gives such non-performing party written 7 notice of its failure to perform[,] and such failure has not been corrected 8 within 30 days from and after the service of such notice. 9 Read plainly, the Licensing Agreement contemplates that, if Studio Physique 10 purportedly does not perform under the Licensing Agreement, Lagree must first 11 provide a notice of non-performance and a thirty-day period to cure. (Id.) If thirty 12 days pass, and Studio Physique still does not perform, Lagree may then terminate the 13 Licensing Agreement. (Id.) 14 However, instead of sending a thirty-day notice to cure, Lagree sent Studio 15 Physique a notice of immediate termination. (Englander Decl. ¶ 8.) As Lagree failed 16 to give a pre-termination notice and afford Studio Physique the opportunity to cure the 17 alleged breach, the Licensing Agreement is likely still active because it has not been 18 properly terminated. See Mad River Lumber Sales, Inc. v. Willburn, 205 Cal. App. 2d 19 321, 325 (1962) (refusing to declare a contract terminated until the defendant honored 20 a fifteen-day termination clause). Thus, Studio Physique’s continued use of the Marks 21 is likely still authorized and its continued use of the Marks cannot support the finding 22 of likelihood of confusion. Jones II, 537 F. Supp. 2d at 1065. 23 Lagree seeks to excuse its lack of pre-termination notice by arguing that it can 24 seek “immediate injunctive relief” for Studio Physique’s use of derivative works. 25 (Mot. 20–22 (quoting Licensing Agreement § 2.D).) “When a dispute arises over the 26 meaning of contract language, the first question to be decided is whether the language 27 is ‘reasonably susceptible’ to the interpretation urged by the party.” Dore v. Arnold 28 Worldwide, Inc., 39 Cal. 4th 384, 393 (2006). Here, the language of the Licensing 1 Agreement is not “reasonably susceptible” to Lagree’s interpretation because Lagree’s 2 interpretation would render the Licensing Agreement’s thirty-day notice to cure clause 3 superfluous. Brandwein v. Butler, 218 Cal. App. 4th 1485, 1507 (2013) (“[W]hen 4 interpreting a contract, [courts] strive to interpret the parties’ agreement to give effect 5 to all of a contract’s terms, and to avoid interpretations that render any portion 6 superfluous, void or inexplicable.”). Specifically, if the Court reads the “immediate 7 injunctive relief” clause to mean that the Licensing Agreement could also be 8 terminated immediately, its two termination clauses would serve little purpose. See 9 C&C Props. v. Shell Pipeline Co., No. 1:14-CV-01889-DAD-JLT, 2018 WL 3014075, 10 at *5 (E.D. Cal. June 14, 2018) (finding that “there would be no use for a termination 11 clause in an agreement that terminates automatically”). 12 On the other hand, Studio Physique’s interpretation is more natural and aligns 13 with the Licensing Agreement’s plain language. Under Studio Physique’s 14 interpretation, the Licensing Agreement allows Lagree to seek immediate injunctive 15 relief only if Studio Physique used derivative works. However, it does not allow 16 Lagree to seek, as it does here, immediate injunctive relief for unauthorized use of the 17 Marks without first properly terminating the agreement. (See Mot. 29 (requesting a 18 preliminary injunction prohibiting Studio Physique “from any further use of the” 19 Marks, rather than from continued use of derivative works).) To do so, Lagree must 20 have first properly terminated the Licensing Agreement. This reading gives effect to 21 both the immediate injunctive clause and the two termination clauses without one 22 negating the other. 23 On the current record, the Court finds that Lagree likely failed to give Studio 24 Physique the requisite notice, and that consequently, the Licensing Agreement is likely 25 still in effect. Therefore, Lagree also fails to demonstrate a likelihood of success on 26 the issue of whether there is a likelihood of consumer confusion. 27 28 1] B. Remaining Winter Factors 2 As the Court finds that Lagree fails to demonstrate a likelihood of success on the merits, the Court need not consider the remaining Winter factors. See 4|| Advertise.com, Inc. v. AOL Advertising, Inc., 616 F.3d 974, 982 (9th Cir. 2010) 5 || (declining to consider the remaining Winter factors after finding that plaintiff was 6 || unlikely to prevail on the merits). 7 Vv. CONCLUSION 8 For the reasons discussed above, the Court DENIES Plaintiffs Preliminary 9 | Injunction. (Dkt. No. 23.) 10 11 IT IS SO ORDERED. 12 13 April 24, 2026 14 he : et 15 16 OTIS D. W HT, I 4 UNITED STATES DISTRICT JUDGE

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