## Facts

- A Missouri lawn-care business, Lawn Managers, Inc., was jointly run for about 17 years by spouses Randy Zweifel and Linda Smith.
- In a 2012 divorce settlement and related agreements, the business was split into two competing companies: Lawn Managers (owned by Zweifel) and Progressive Lawn Managers, Inc. (owned by Smith).
- Progressive received certain equipment and customer accounts and operated in overlapping regional markets, with operations allocated by territory.
- The agreements granted Progressive a time-limited license to use the “Lawn Managers” name for roughly two years, with the parties effectively operating near-identical businesses using similar equipment and vehicles in different zip codes.
- During the license period, Progressive used former Lawn Managers employees and marketing that referenced Lawn Managers’ operational history.
- After the license ended, Lawn Managers registered “Lawn Managers” as a federal trademark and demanded Progressive stop using the mark.
- Progressive continued using “Lawn Managers” in various ways, leading Lawn Managers to sue for trademark infringement under the Lanham Act.
- Following a bench trial, the district court found infringement, rejected Progressive’s abandonment-by-naked-licensing and unclean-hands defenses, and awarded damages and attorney’s fees.

## Issues

1. Whether the time-limited license to Progressive lacked adequate quality control (a “naked license”), resulting in abandonment of the mark and loss of enforceable rights.
2. Whether Lawn Managers’ conduct, including a “We Want You Back” mailer sent to customers allocated to Progressive, barred relief under unclean hands.
3. Whether the district court clearly erred in calculating and awarding damages.

## Decision

- The Eighth Circuit affirmed the judgment for Lawn Managers in all respects.
- The court held Progressive failed to carry its stringent burden to prove abandonment by naked licensing.
- The court upheld rejection of unclean hands, concluding the challenged customer mailer was permitted by the parties’ agreements and did not warrant an equitable bar.
- The court affirmed the damages award under clear-error review.
- A dissent would have found the licensing arrangement insufficiently controlled and more consistent with abandonment.

## Legal Principles

- A trademark licensor must maintain control over the quality of goods or services offered under the mark; uncontrolled licensing may constitute “naked licensing” and can support abandonment.
- Abandonment is disfavored and must be proven by a stringent evidentiary showing; the party asserting abandonment bears a heavy burden.
- Quality control need not always be formalized; where parties share a long operating history and near-identical practices, a licensor may, in context, reasonably rely on the licensee to maintain established quality standards.
- Unclean hands requires inequitable conduct sufficiently connected to the asserted trademark rights; conduct authorized by governing agreements may be insufficient to bar relief.
- Damages findings in trademark cases are reviewed for clear error on appeal.

## Conclusion

The Eighth Circuit held that a divorce-settlement, time-limited trademark license did not amount to abandonment by naked licensing where the licensor could reasonably rely on shared, longstanding service standards and no quality deviations were shown, and it affirmed the rejection of unclean hands and the district court’s damages award.


Lawn Managers, Inc. v. Progressive Lawn Managers, Inc., 959 F.3d 903 (8th Cir. 2020)