Just Goods, Inc. v. Just, Inc.

Background

Just Goods, Inc. (JGI) owns the flagship product Just Water and had filed trademark applications for “Just.” Just, Inc., formerly Hampton Creek, Inc. and later officially known as Eat JUST, Inc. (EJ), sells plant-based food products, including products using names such as Just Mayo, Just Scramble, Just Cookies, and Just Cookie Dough.

In 2014, the parties entered a Coexistence Agreement regulating their use of “Just.” After a dispute over EJ’s product labels, JGI sued. The court heard the parties’ cross-motions for summary judgment in July 2019 and referred the case to Chief Magistrate Judge Joseph C. Spero for settlement. The parties reached a settlement during an August 13, 2019, conference and agreed to a binding Term Sheet. The court later entered a dismissal order.

JGI then moved to amend the dismissal order to retain jurisdiction over the settlement, enforce the Term Sheet, and award attorney fees.

Retention of Jurisdiction

The Term Sheet stated that the Northern District of California would retain jurisdiction to enforce the settlement agreement or the Term Sheet. The court found that the parties and Judge Spero intended for the court to retain that jurisdiction, but the original dismissal order omitted the required language. With no objection from EJ, the court amended the judgment to include a provision retaining jurisdiction.

Alleged Breaches

The court found that the Term Sheet was an enforceable settlement agreement. JGI identified two breaches.

First, JGI argued that EJ improperly used “Just” as its primary company name on social-media pages, LinkedIn, Wikipedia, its website, Instagram posts, and press releases. EJ argued that the Term Sheet allowed these uses whenever the JUST Frame Logo appeared.

The court rejected EJ’s interpretation. Reading the Term Sheet as a whole, the court held that EJ could use “Just” in the Frame Logo, in the phrases “Eat Just” and “Make it Just,” and in text used with a generic product name, such as “Just Egg.” Other uses violated the agreement. The court therefore found that EJ’s broad use of “Just” breached the Term Sheet.

Second, JGI argued that EJ violated the Term Sheet by changing its corporate name to “Eat JUST, Inc.” The court agreed. It reasoned that EJ’s former name was Just, Inc.; corporate registrations do not vary based on font or style; and capitalization varied elsewhere in the Term Sheet. The court concluded that the Term Sheet specified EJ’s new corporate name and that EJ had failed to comply with it.

The court noted that the parties’ underlying trademark dispute—including whether consumers were likely to confuse the companies or their products—was no longer before it. The Term Sheet, rather than the underlying trademark dispute, controlled the parties’ rights and obligations at this stage. The court also noted that the domain-name issue was moot because EJ had transferred the final two domain names.

Attorney Fees

The Term Sheet provided that, after a final determination that a breach occurred, the prevailing party would be entitled to attorney fees and expert-witness fees. The court rejected EJ’s argument that JGI had to bring a separate civil action or prove damages before receiving fees. Because the court found breaches, it ruled that JGI was entitled to attorney fees. It directed the parties to meet and confer about the amount. If they could not agree, JGI was required to file a short motion justifying the amount sought within 20 days. The court stated that time spent on the follow-up motion would not be compensable.

Motions to Seal

Both parties moved to seal the Term Sheet and related materials based on its confidentiality provision. The court ruled that only the amount paid to resolve the case was sealable. It found that the remainder did not contain information comparable to trade secrets or business information likely to harm either party if disclosed.

The motions to seal were granted in part and denied in part. The parties were ordered to resubmit the currently redacted briefing and exhibits within 20 days, redacting only the total settlement amount and characterizations of that amount.

Disposition

The court granted the motion to amend the judgment and enforce the Term Sheet. It ordered EJ to comply with the settlement terms described in the order. The court also ruled that JGI was entitled to attorney fees, while leaving the amount for agreement or a later fee motion. The motions to seal were granted in part and denied in part.