United States District Court, C.D. California
CIVIL MINUTES - GENERAL
FERNANDO M. OLGUIN, District Judge.
Proceedings: (In Chambers) Order Dismissing Appeal for Lack of Jurisdiction
Having reviewed and considered all the briefing filed with respect to appellant GGW Global Brands, Inc.'s ("Global Brands" or "Appellant") Appeal ("Appeal"), the court concludes that oral argument is not necessary to resolve the appeal. See Fed.R.Civ.P. 78; Local Rule 7-15; Willis v. P. Mar. Ass'n , 244 F.3d 675, 684 n. 2 (9th Cir. 2001).
This bankruptcy appeal arises from a trademark ownership dispute in the voluntary chapter 11 bankruptcy petitions of GGW Brands, LLC ("GGW Brands"), GGW Direct, LLC ("GGW Direct"), GGW Events, LLC ("GGW Events"), and GGW Magazine, LLC ("GGW Magazine") (collectively, the "Original Debtors"); and GGW Marketing, LLC ("GGW Marketing, " and with the Original Debtors, the "Debtors"). (See Joint Brief in Bankruptcy Appeal ("Joint Br.") at 1-4). Joseph Francis ("Francis") is the creator of the "Girls Gone Wild" adult entertainment franchise. (See id. at 4). Before late 2011, the Girls Gone Wild franchise conducted business through the Debtors, which owned the Trademarks. (See id.; ER at 682). However, the GGW entities faced claims by Francis's personal creditors, who asserted liability under an alter ego theory. (See Joint Br. at 4).
In October 2011, Francis retained an attorney to form an offshore IP holding entity. (See ER at 685). In November 2011, the Trademarks were, through various assignments, transferred to Path Media. (See id. at 687). The Debtors, who did not receive consideration for the assignments, continued using the Trademarks without paying fees or royalties to Path Media. (Id. at 688).
On February 25, 2013, Path Media, through one of Francis's attorneys, terminated the Original Debtors' rights to use the Trademarks, but then re-licensed the Trademarks to the Original Debtors through May 31, 2013 ("Termination/Re-License"). (See ER at 684 n. 8 & 689-92). GGW Direct paid a fee of about $274, 000 for the Re-License. (See id. at 691).
On February 27, 2013, the Original Debtors filed voluntary chapter 11 bankruptcy petitions. (See ER at 693). GGW Marketing, which had been cancelled before the bankruptcy filing, was not an Original Debtor. (See id. at 689).
In April 2013, R. Todd Neilson was appointed as chapter 11 trustee ("Trustee") for the Original Debtors. (See ER at 693). The Trustee then undertook efforts to re-acquire the rights to the Trademarks. (See id. at 693-94). For example, on May 9, 2013, the Trustee filed a motion to revoke the cancellation of GGW Marketing, in order to file a chapter 11 petition on its behalf ("Revocation Motion"). (See id. at 693). In addition, the Trustee sought to file an adversary proceeding to avoid the transfer of the Trademarks from GGW Marketing to Path Media. (See id. at 693-94). Francis and two related entities, Perfect Science Labs, LLC ("PSL") and Argyle Online, LLC filed an opposition, asserting that GGW Brands, Inc. was the "member" of GGW Marketing, not GGW Brands, LLC. (See id. at 346, 525 & 692). They further argued that GGW Brands, LLC was only the "manager" of GGW Marketing, so it did not have an ownership interest in the Trademarks. (See id. at 524). Francis, PSL, and Argyle further argued that "the chapter 11 Trustee of entirely unrelated entities should have no authority to revoke that cancellation [of GGW Marketing] and file a chapter 11 petition on its behalf." (Id. at 526).
On May 20, 2013, the bankruptcy court granted the Trustee's Revocation Motion. (See Joint Br. at 2; ER at 652-53). The Trustee resurrected GGW Marketing, and filed a voluntary chapter 11 petition on its behalf. (See Joint Br. at 2; ER at 656-79). Francis appealed the Revocation Motion, see In re GGW Brands, LLC, Case No. CV 13-4162 FMO (C.D. Cal.), but abandoned the appeal. (See Joint Br. at 8).
On May 30, 2013, a few days after the granting of the Revocation Motion, Francis revived GGW Brands, Inc. in Delaware under the name GGW Global Brands, Inc. ("Global Brands"). (See Joint Br. at 3; ER at 220-21). Francis was listed as President in the Delaware certificate of revocation of voluntary dissolution. (ER at 221).
On July 15, 2013, Global Brands filed the motion to dismiss the bankruptcy case of GGW Marketing ("Motion to Dismiss"). (See ER at 158-170). In the Motion, Global Brands asserted that it was "the sole member of GGW Marketing, LLC." (See id. at 162). Global Brands further argued that GGW Brands did not have authority to file the bankruptcy petition on behalf of GGW Marketing, because the petition took place without Global Brands' "requisite written consent[.]" (See id. at 165). On October 23, 2013, after conducting a hearing, the bankruptcy court denied the Motion to Dismiss. (See id. at 116-17). The denial of the Motion to Dismiss is the subject of Global Brands' instant Appeal. (See id. at 120-22; Joint Br. at 1).
Meanwhile, the parties continued to litigate the Trademark ownership issues. (See ER at 699-703). On August 22, 2013, the Trustee filed a motion for summary judgment, seeking to avoid the transfer of the Trademarks to Path Media and the Termination/Re-License. (See id. at 700). In October 2013, the bankruptcy court granted in part the Trustee's motion for summary judgment, avoiding the transfers of the Trademarks and the Termination/Re-License. (See id. at 680-738). Francis, Path Media Holdings, LLC, Argyle Media Sales, LLC, Argyle Online, ...