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govinfo:USCOURTS-kyed-0_26-cv-00022-0

U.S. District Court for the Eastern District of Kentucky · 2026-06-08

· GavelSight synced 2026-09-06 03:50:10

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF KENTUCKY 
NORTHERN DIVISION 
ASHLAND 
 
BLUE GRASS COMMUNITY 
FOUNDATION, INC., 
 
          Plaintiff, 
 
v. 
 
DONNA SALYER 
 
and 
 
MAGOFFIN COUNTY COMMUNITY 
FOUNDATION, INC., 
 
          Defendants. 
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No. 0:26-CV-00022-REW-EBA 
 
 
 
 
 
OPINION & ORDER 
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This matter is before the Court on Defendant s Donna Salyer  and Magoffin County 
Community Foundation, Inc.’s (“MCCF, Inc.”) motion to dismiss Plaintiff Blue Grass Community 
Foundation, Inc.’s (“BGCF”) Complaint (DE 1) under Federal Rule of Civil Procedure 12(b)(6).   
See DE 6 (Motion).  The motion is fully briefed.  See DE 8 (Response); DE 9 (Reply).  For the 
reasons that follow, the Court DENIES Defendants’ Motion.  
I. Background 
 BGCF is a non-profit entity that manages a collection of “subsidiary endowed community 
funds designed to improve the quality of life” in its community affiliates.  DE 1 at ¶ 12.  To do so, 
BGCF “accepts donations to the funds, oversees the operations of the funds through the BGCF 
Board of Directors, and works with advisory boards for the funds…to award grants and fund 
projects” that furthers the needs of its communities.  Id. at ¶ 13.  In 2002, Scotty Patrick and BGCF 
executed an Agreement creating a permanent endowment affiliate of BGCF known as  the 
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Magoffin County Community Foundation (the “Affiliate Fund”).  See DE 1-1 (Agreement).  The 
Affiliate Fund was established to carry out charitable and educational purposes  for the benefit of 
Magoffin County, Kentucky.  See id. at ¶ 1; DE 1-1 at 1.  The Agreement provided that the Affiliate 
Fund would join  the pool of BGCF investments  and establish a volunteer Board of Directors 
composed of Magoffin County residents specific to the Fund.  See DE 1-1 at 2.  The Affiliate Fund 
agreed to pay BGCF the standard management fees assessed to the Affiliate Fund’s  individual 
funds.  See id.   
The Agreement also provides that the Affiliate Fund  may withdraw from BGCF and 
become an independent community foundation “upon mutual written consent, which shall not be 
unreasonably withheld.”  Id. at 3.  BGCF’s consent is contingent upon the Affiliate Fund providing 
written assurance that it meets the following conditions, to wit that it:  
1) has incorporated under the laws of the state of Kentucky, 2) has received 
recognition from the Internal Revenue Service as a 501(c)(3) tax exempt 
organization, and 3) has written into its articles of incorporation a dissolution clause 
that names the Blue Grass Community Fo undation as the recipient of its assets in 
the event it loses its recognition as a public foundation or ceases to function, unless 
it has named as recipient of its assets another 501(c)(3) tax exempt organization 
that will maintain the charitable purposes and the donors’ intent of the funds for the 
benefit of Magoffin County. 
Id. at 3-4.  Defendant Salyer, a Magoffin County resident who, for many years, served as a member 
of the Affiliate Fund’s Board of Directors, purported to initiate the disaffiliation process on August 
28, 2025, by filing Articles of Incorporation for Defendant MCCF, Inc.  See DE 1 at ¶¶ 10, 18, 24; 
DE 1-4.  On November 3, 2025, Salyer filed Amended and Restated Articles of Incorporation for 
MCCF, Inc. to add a dissolution provision compliant with the  third condition for disaffiliation.  
See DE 6-3 at 5.  The Affiliate Fund has not disaffiliated from BGCF yet , however, as (perhaps 
among other things) it has not fulfilled all conditions precedent for obtaining BGCF’s consent 
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because MCCF, Inc. has not received 501(c)(3) tax exempt status from the IRS.  See DE 6-1 at 3.  
The position of the Affiliate Fund Board is not clear, on this record.   
After Mr. Patrick’s 2024 death, Defendant Salyer was appointed as the Executrix of 
Patrick’s Estate and as successor Trustee of Patrick’s revocable living trust.  See DE 1 at ¶ 29.  In 
these capacities, Salyer has allegedly taken certain actions contrary to her responsibilities as a 
member of the Affiliate Fund Board and Mr. Patrick’s final wishes.  See id.  First, BGCF alleges 
Salyer “attempted to bring the proceeds of an investment fund under the control of the Estate, even 
though a beneficiary designation directed that those proceeds were payable upon the death of Mr. 
Patrick to BGCF.” Id. at ¶ 30.  Second, Salyer improperly moved for and obtained an order from 
the Magoffin District Court directing an investment company to pay the proceeds of an account to 
the Estate “by representing that a fund in the name of ‘The Buck and Lillie May Patrick Memorial 
Fund’ does not exist.”  Id. at ¶ 31.  The account allegedly should have gone to a fund within the 
Affiliate Fund.   
BGCF initiated this action against Salyer and MCCF, Inc. on November 17, 2025, claiming 
trademark infringement under the Lanham Act (15 U.S.C. § 1125(a)), tortious interference with a 
prospective advantage, breach of fiduciary duty, and breach of contract.  See DE 1.  In lieu of 
answering, Defendants filed a motion to dismiss, or in the alternative, a motion to remand to state 
court.  See DE 6; DE 6-1.  The case was not removed, so remand is not in play.   
II. Legal Standard 
 Under Federal Rule of Civil Procedure 8(a)(2), a pleading must contain “a short and plain 
statement of the claim showing that the pleader is entitled to relief [.]”  This pleading standard 
requires more than “a formulaic recitation of the elements of a cause of action.”  Ashcroft v. Iqbal, 
129 S. Ct. 1937, 1949 (2009) (quoting Bell Atl. Corp. v. Twombly , 127 S. Ct. 1955, 19 64-65 
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(2007)).  To survive a motion to dismiss under Rule 12(b)(6), the plaintiff must allege facts that , 
if accepted as true, “state a claim to relief that is plausible on its face .”  Twombly, 127 S. Ct. at 
1974.  “A claim has facial plausibility when the plaintiff pleads factual content that allows the 
court to draw the reasonable inference that the defendant is liable for the misconduct alleged.”  
Iqbal, 129 S. Ct. at 1949 (quoting Twombly, 127 S. Ct. at 19 67).  If the non -moving party’s 
pleading does not do so, or if the non -moving party is barred from recovering on its claims as a 
matter of law, then dismissal is warranted.  See League of United Latin Am. Citizens v. Bredesen, 
500 F.3d 523, 527 (6th Cir. 2007) (citing Twombly, 127 S. Ct. at 1969).   Courts “must construe 
the complaint in the light most favorable to the plaintiff ” and “accept all well-pleaded factual 
allegations as true[.]”  Gaines v. Cross, 168 F.4th 403, 406 (6th Cir. 2026).   
Ordinarily, district courts are not permitted to consider matters beyond the complaint when 
considering a motion to dismiss under Rule 12(b)(6).  See Wershe v. City of Detroit, Mich. , 112 
F.4th 357, 372 (6th Cir. 2024) .  If the district court does consider matters beyond the complaint, 
the normal procedure is to “convert the motion to dismiss into a motion for summary judgment.”  
Id.  However, a court may consider “exhibits attached to the complaint , exhibits attached to the  
motion to dismiss briefing, items in the record, or public records without converting the motion to 
dismiss when these items ‘are referred to in the [c]omplaint and are central to the claims contained 
therein.’”  Id. at 372-73 (quoting Bassett v. Nat’l Collegiate Athletic Ass’n, 528 F.3d 426, 430 (6th 
Cir. 2008) ).  The Court thus disregards the affidavit and any other extra -record materials not 
properly within the Rule 12 rubric. 
 
 
 
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III. Analysis 
 a. Trademark Infringement  
Defendants move to dismiss BGCF’s trademark infringement claim for failure to state a 
claim upon which relief may be granted.  See DE 6-1 at 5-10.  The Lanham Act defines a trademark 
as “any word, name, symbol, or device…used by a person…to identify and distinguish his or her 
goods, including a unique product, from those manufactured or sold by others and to indicate the 
source of goods, even if that source is unknown.”  15 U.S.C. § 1127 .  “To state a claim for 
trademark infringement under the Lanham Act, a plaintiff must allege facts establishing that: (1) 
it owns the registered trademark ; (2) the defendant used the mark in commerce; and (3) the use 
was likely to cause confusion.”  NetJets Inc. v. IntelliJet Group, LLC, 602 F. App’x 242, 244 (6th 
Cir. 2015) (quoting Hensley Mfg. v. ProPride, Inc., 579 F.3d 603, 609 (6th Cir. 2009)).   
BGCF claims to have a valid unregistered trademark 1 in “Magoffin County Community 
Foundation” and that Defendants’ unauthorized use of the disputed trademark is likely to cause 
confusion as to source in the charitable community and affiliation with BGCF and the Affiliate 
Fund.  See DE 1 ¶¶ 39-43.  Unregistered trademarks are afforded “essentially the same protection 
as those that are registered.”  ETW Corp. v. Jireh Pub., Inc. , 332 F.3d 915, 921 (6th Cir. 2003) 
(citing Two Pesos, Inc. v. Taco Cabana, Inc., 112 S. Ct. 2753 (1992)).  “When evaluating a Lanham 
Act claim for infringement of an unregistered mark, courts must determine whether the mark is 
protectable, and if so, whether there is a likelihood of confusion as a result of the would -be 
 
1 Both parties refer to the disputed mark “Magoffin County Community Foundation” as a trademark.  
However, the Court notes that the disputed mark seems to be more appropriately labeled a service mark.   
See 15 U.S.C. § 1127  (“The term ‘servi ce mark’ means any word, name, symbol, or device …used by a 
person…to identify and distinguish the services of one person, including a unique service, from the services 
of others and to indicate the source of the services, even if that source is unknown.”) .  The distinction is 
inconsequential, as “ rights to service marks are acquired and protected in the same way as rights to 
trademarks.”  Circuit City Stores, Inc. v. CarMax, Inc. , 165 F.3d 1047, 1054 (6th Cir. 1999) .  Consistent 
with the parties, the Court will refer to the disputed mark as a trademark. 
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infringer’s use of the mark.”  T Marzetti Co. v. Roskam Baking Co. , 680 F.3d 629, 633 (6th Cir. 
2012) (quoting Tumblebus v. Cranmer, 399 F.3d 754, 761 (6th Cir. 2005)).   
 1. BGCF has alleged facts sufficient to show a protectable trademark 
 Defendants assert that BGCF has not established ownership of a protectable trademark.  
See DE 6-1 at 6.  Unregistered trademark protectability “is determined by where the mark falls 
along the established spectrum of distinctiveness.  Id. (quoting DeGidio v. West Group Corp., 355 
F.3d 506, 510 (6th Cir.  2004)).  “Marks are classified in the following categories of increasing 
distinctiveness: (1) generic; (2) descriptive; (3) suggestive; (4) arbitrary; or (5) fanciful .”  Id.  
Generic marks, the weakest in distinctiveness, are those that “are primarily associated with a type 
of product rather than with the producer .”  Id. at 633 -34. (quoting Nartron Corp. v. 
STMicroelectronics, Inc., 305 F.3d 397, 404 (6th Cir. 2002)).  Examples of generic terms include 
“aspirin” or “escalator.”  See Champions Golf Club, Inc. v. The Champions Golf Club, Inc. , 78 
F.3d 1111, 1117 (6th Cir. 1996).  Generic marks receive no protection.  Tumblebus, 399 F.3d at 
761-62.  A trademark is descriptive if it describes the intended purpose of the product or service.  
See Wynn Oil Co. v. Thomas , 839 F.2d 1183, 1190 (6th Cir. 1998).  A descriptive mark receives 
protection “only upon a showing of secondary meaning.”  Champions Golf Club, 78 F.3d at 1117.  
A mark acquires secondary meaning when it becomes distinctive of the entity’s goods or services.  
See Induct-O-Matic Corp. v. Inductotherm Corp. , 747 F.2d 358, 362  (6th Cir. 1984) ; see also 
Circuit City Stores, I nc., 165 F.3d at 1054 (“Secondary meaning is defined as public association 
of a product or service with a single source[.]”). 
Defendants argue that “Community Foundation” is generic and thus not entitled to 
protection.  But this argument does not consider the unregistered mark in its entirety : Magoffin 
County Community Foundation.  The additional detail assuredly adds a distinctive layer to the 
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mark not contemplated by Defendants’ argument.2  It is unclear why the Court would analyze only 
a portion of Defendants’ alleged trademark in determining whether the mark is sufficiently 
distinctive.   
“Magoffin County Community Foundation” is not merely generic.  It is not comparable to 
other generic terms listed above nor is it a term associated with a product or service rather than an 
entity.  See T Marzetti Co., 680 F.3d at 633.  The term is more properly characterized as descriptive 
because it “describes the intended purpose”  of the fund.   See Wynn Oil Co. , 839 F.3d at 1190.  
Moreover, BGCF has alleged facts sufficient to show that it , through over 20 years of use,  has 
acquired secondary meaning.  BGCF alleges that it has a page on its website devoted to the mark  
that includes information about the Affiliate Fund and a statement from Mr. Patrick explaining 
why he partnered with BGCF to create the Affiliate Fund.  See DE 1 at ¶ 21.  BGCF alleges that it 
accepts, and has in fact received, donations through the webpage from individual and 
organizational donors from several states.  See id. at ¶¶ 21-22.   Therefore, the Court declines to 
grant Defendants’ motion based on this element of BGCF’s claim. 
2. BGCF has alleged facts sufficient to show a likelihood of confusion  
 Whether Defendants’ use of the disputed trademark is likely to cause confusion among 
consumers regarding the origin of the goods or services offered by the parties is the “touchstone” 
of trademark infringement liability.  See Hensley Mfg., 579 F.3d at 610.  Courts typically weigh 
the following factors when evaluating likelihood of confusion:  
(1) strength of the senior mark; (2) relatedness of the goods or services; (3) 
similarity of the marks; (4) evidence of actual confusion; (5) marketing channels 
 
2 In fact, Defendants note that the United States Patent and Trade Office’s database contains over 4,000 live 
registered trademarks containing “Community Foundation” and over 6,000 marks containing same that 
have been cancelled or abandoned.  See DE 6-1 at 7.  This reflects that the USPTO considers a Community 
Foundation named for a specific person, community, purpose, etc. not generic and potentially entitled to 
mark protection.  
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used; (6) likely degree of purchaser care; (7) the intent of defendant in selecting the 
mark; and (8) likelihood of expansion of the product lines. 
Frisch’s Rests., Inc. v. Elby’s Big Boy of Steubenville, Inc., 670 F.2d 642, 648 (6th Cir. 1982).  The 
Frisch’s factors “imply no mathematical precision, but are simply a guide to help determine 
whether confusion is likely.”  Homeowners Group, Inc. v. Home Mktg. Specialists, Inc., 931 F.2d 
1100, 1107 (6th Cir. 1991).  “The ultimate question remains whether relevant consumers are likely 
to believe that the products or services offered by the parties are affiliated in some way.”  Id. 
 Defendants’ primary argument is that there is no likelihood of confusion because once the 
Affiliate Fund completes the disaffiliation process, the Affiliate Fund will no longer be affiliated 
with or exist as a subsidiary of BGCF .  See DE 6 -1 at 9 -10.  In essence, there can be no 
infringement where there is no competing trademark .  This, of course, begs the question of 
disaffiliation effectiveness, propriety, and legal impact.  One issue now  is that the disaffiliation 
process is incomplete such that the Affiliate Fund , on this record,  still exists as an active fund 
under BGCF’s management.   True enough that the status of this claim could evolve based on 
disaffiliation.  But until that happens, the Fund still exists as a subsidiary  component of BGCF.  
Against this backdrop, the Court considers the factors enumerated in Frisch’s.   
First, the strength of the senior mark.  “The strength of a mark is a factual determination of 
the mark’s distinctiveness.”  Bliss Collection, LLC v. Latham Cos., LLC, 82 F.4th 499, 509 (6th 
Cir. 2023) (quoting Frisch's Rest., Inc. v. Shoney's Inc., 759 F.2d 1261, 1264 (6th Cir. 1985)). As 
discussed above in Section III. a.1., BGCF has alleged facts indicating its descriptive mark has 
acquired secondary meaning.  BGCF alleges that the Affiliate Fund has functioned continuously 
for more than 20 years, utilizing its trademark throughout in print materials and on its web page 
and receiving donations from individual and organizational donors from several states.  See DE 1 
at ¶ 22.  Second, BGCF has alleged strong relatedness between the Affiliate Fund and MCCF, Inc., 
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as they are both charitable organizations established to benefit Magoffin County, compare DE 1-
1 at 1, with DE 6-3 at 3 , and would be direct competitors in an overlapping sphere, including 
potentially for charitable donations .3  See Bliss , 82 F.4th at 511.   Third, and importantly, the 
similarity of the marks is beyond debate —Defendants’ MCCF, Inc. is identical to BGCF’s 
disputed mark, with the trivial addition of the mandatory corporate identifier.  Fourth, BGCF 
admits that there is no evidence of actual confusion at this stage , but “[d]ue to the difficulty of 
securing evidence of actual confusion, a lack of such evidence is rarely significant[.]”  Daddy’s 
Junky Music Stores, Inc. v. Big Daddy’s Family Music Ctr ., 109 F.3d 275, 284 (6th Cir. 1997).  
The fifth factor, marketing channels used, considers “how and to whom the respective goods or 
services of the parties are sold.”  Champions Golf, 78 F.3d at 1120.  BGCF notes that both parties 
use local fundraising and donor solicitation within or concerning the same community.  See DE 8 
at 6.  The sixth factor concerns “how carefully a consumer selects a particular good or service[.]”  
Bliss, 82 F.4th at 513 (citing Grubbs v. Sheakley Grp., Inc., 807 F.3d 785, 796-97 (6th Cir. 2015)).  
Relevantly, BGCF alleges that “deception or misleading  has been material in that it is likely to 
influence giving decision of donors and result in the loss of goodwill and trust among partner 
organizations, community stakeholders, and service recipients.”   DE 1 at ¶ 44.  Relating to the 
seventh factor, intent in selecting marks, BGCF alleges that Defendants intended to “utilize the 
goodwill” of the Affiliate Fund “for [Salyer’s] own profit.”  Id. at ¶ 2.  The eighth factor, likelihood 
of expansion, looks at whether either party may expand to compete with the other or be marketed 
to the same consumers.  See Bliss, 82 F.4th at 514.  BGCF alleged that Defendants “intended and 
intends to divert estate assets or other donations from [BGCF].”  DE 1 at ¶ 2.   Indeed, Plaintiff 
alleges that such diversion in fact has occurred.  See id. at ¶¶ 30-31.   
 
3 The Court cannot properly consider the Salyer affidavit in this context.   
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The balance of the Frisch’s factors weighs easily, certainly plausibly, in favor of finding a 
likelihood of confusion.  Thus, the Court finds that BGCF has p roperly alleged a likelihood of 
confusion. 
 3. BGCF has alleged sufficient use in commerce 
Defendants assert that, to this point, they have not taken an action that constitutes use in 
commerce.  See DE 6-1 at 7-8.  The Lanham Act defines “use in commerce” as “the bona fide use 
of a mark in the ordinary course of trade[.]”  15 U.S.C. § 1127.  The Act further explains that a 
service is used in commerce “when it is used or displayed in the sale or advertising of services and 
the services are rendered in commerce[.]”  Id.  In other words, the good or service must have been 
“used in a way which is typical in a particular industry[.]”  NetJets, 602 F. App’x at 245 (internal 
quotations omitted).   
BGCF contends that the “use” element is met through Defendants’ imminent use of the 
mark and their intent to “stand in the shoes” of the Affiliate Fund , as evidenced by Defendants 
efforts to gain control of funds that would otherwise inure to BGCF and the Affiliate Fund.4  DE 
8 at 7-8.  On this point, BGCF alleges in its Complaint that Salyer attempted to bring proceeds of 
an investment fund under the control of Mr. Patrick’s Estate, even though there was a beneficiary 
designation directing that those proceeds were payable to BGCF upon Mr. Patrick’s death.  See 
DE 1 at ¶ 30.  Additionally, BGCF alleges that Salyer moved for and obtained an order from 
Magoffin District Court directing an investment company to pay account proceeds to the Estate by 
 
4 BGCF also contends that Defendants have begun using the disputed mark in commerce by maintaining a 
website, publishing print materials, soliciting donations, and managing those contributions and expectancy 
interests.  See DE 8 at 7 n.4 (citing DE 1 at ¶¶ 21-24, 29-34, 42-45, 53-58).  The Court rejects much of this 
argument because the paragraphs of the Complaint BGCF cites in support of this argument largely do not 
actually make those allegations.  The diversion particulars in ¶¶ 30-31 are important, though, because they 
represent actual diversion of assets allegedly meant for the Affiliate Fund by the incorporator of the 
allegedly infringing new entity.  Those allegations are of significance in moving plausibly from speculative 
to actual or imminent harm.   
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representing that an MCCF fund does not exist.  See id. at ¶ 31.  The funds allegedly should have 
fallen within Affiliate Fund control.   
The Lanham Act grants district courts the “power to grant injunctions…to prevent a 
violation under subsection (a), (c), or (d), of section 1125 of this title.”  15 U.S.C. § 1116(a).  
BGCF requests such injunctive relief.  See DE 1 at ¶ 69.  Based on the alleged imminence of 
Defendants’ use of the disputed mark and Defendants’ plain position that MCCF, Inc. will replace 
the Affiliate Fund under the dissolution mechanics, along with the actions already taken by Salyer 
to divert funds from BGCF, the Court finds that BGCF has sufficiently pleaded use or imminent 
use of the disputed trademark to survive Defendants’ motion.   Indeed, Defendants’ expressed aim 
is diversion of all proceeds from the Affiliate Fund, with that fund ceasing to exist.    See Essie 
Cosmetics, Ltd. v. Dae Do Int’l , Ltd., 808 F. Supp. 952,  957 (E.D.N.Y. 1992) (explaining that a 
court may grant injunctive relief before actual use in commerce where such use is “imminent and 
impending”) (citing J. Thomas McCarthy, 2 Trademarks and Unfair Competition, § 30.5 at 470 
(2d ed. 1984) ); Fund of Funds, Ltd. v. First Am. Fund of Funds, Inc. , 274 F. Supp. 517, 527 
(S.D.N.Y. 1967) (“To postpone the granting of relief until actual injury could be proved would be 
to deprive the equitable remedy of its most valuable trait— the dispensation of preventive justice. 
The court may properly presume that the confusion of source will be injurious and therefore wield 
its injunctive powers with dispatch to prevent the infliction of harm.”) (internal citations omitted).  
The Court rejects th e argument that the case should be dismissed because Plaintiff has failed to 
concretely allege use or imminent  use of the protected mark.  Plaintiff’s well -pleaded facts, and 
reasonable inferences from them, plausibly support liability under the Act.   
 
 
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b. State Law Claims 
Defendants also move to dismiss BGCF’s claims of tortious interference with a prospective 
advantage (Count II), breach of fiduciary duty (Count III), and breach of contract (Count IV).  See 
DE 6-1 at 10 -11.  Defendants’ basis for dismissing the state law claims  is clearly inadequate to 
obtain the relief sought ; Defendants do not cite any legal authority as grounds for dismissal, nor 
do they identify the relevant elements of the claims that BGCF failed to adequately plead.  See id.  
Instead, Defendants merely reiterate that they are partially through the disaffiliation proces s, but 
they do not explain how this is grounds for dismissing the state law claims.   “[I]ssues adverted to 
in a perfunctory manner, unaccompanied by some effort at developed argumentation, are deemed 
waived.  It is not sufficient for a party to mention a possible argument in the most skeletal way, 
leaving the court to…put flesh on its bone s.”  McPherson v. Kelsey, 125 F.3d 989, 995 -96 (6th 
Cir. 1997) (quoting Citizens Awareness Network, Inc. v. United States Nuclear Regulatory 
Comm'n, 59 F.3d 284, 293 -94 (1st Cir.  1995)).  The Court finds Defendants’ argument for 
dismissing Counts II through IV undeveloped  and will therefore deny the motion as to those 
claims.  See LR 7.1(a) (“A motion must state with particularity the grounds for the motion, the 
relief sought, and the legal argument necessary to support it.”). 
IV. Conclusion 
 For the foregoing reasons, the Court DENIES DE 6, Defendants’ motion.  Per DE 4, Judge 
Atkins may now proceed with building a schedule and managing the case.   
This the 8th day of June, 2026.  
 
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