Ultra Marine Europe, s.r.o. v. Ultra Marine West, Inc.

            UNITED STATES DISTRICT COURT                             
           SOUTHERN DISTRICT OF FLORIDA                              

         Case No. 26-21899-Civ-BECERRA/TORRES                        


ULTRA MARINE EUROPE, s.r.o.,                                              

     Plaintiff,                                                      

v.                                                                        

ULTRA MARINE WEST, INC.,                                                  

     Defendant.                                                      
____________________________________/                                     



                      ORDER ON                                       
  PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION                      


Plaintiff Ultra Marine Europe, s.r.o. is a distributor of high-end marine parts. 
It moves under Federal Rule of Civil Procedure 65 to enjoin Defendant Ultra Marine 
West, Inc. from using the “ULTRA MARINE” word mark, the stylized logo at issue, 
and “any ‘Ultra’-branded” logo, pending trial on Plaintiff’s claims for trademark 
infringement, counterfeiting, and copyright infringement. The rights Plaintiff asserts 
come,  at  bottom,  from  a  written  Distribution  Agreement  with  the  Turkish 
manufacturer of those marine parts, Boyut Makina Sanayi ve Ticaret Limited Şirketi 
(“Boyut”). That Agreement grants Plaintiff exclusivity in a defined Territory — 
Seychelles, Mauritius, and the countries of Europe, excluding Turkey — and forbids 
Plaintiff from commercializing the Products anywhere else. It notably says nothing 
about the United States, except to place the United States outside the scope of what 
Plaintiff was permitted to do. Faced with this record, Plaintiff’s case for showing a 
substantial likelihood of success is made that much more difficult.       

Apart from that problem, Plaintiff’s own pleading dates its first United States 
use to 2015, yet Defendant’s evidence reaches back to 2006. Plaintiff’s ownership of 
the asserted logo rests on a chain of title with documented gaps. And the Agreement 
underlying all this is governed by Turkish law that no party has briefed. In the face 
of all this, the uncertain likelihood of success on its claims is further undermined by 
a tenuous showing of irreparable harm.                                    

A preliminary injunction is “an extraordinary and drastic remedy,” one “never 
awarded as of right” and reserved for the clear case. Winter v. Natural Resources 
Defense Council, Inc., 

555 U.S. 7, 24

 (2008). This is not that case. Because Plaintiff 
has not carried its burden on either of two key requirements, a substantial likelihood 
of success on the merits, and a likelihood of irreparable harm, the motion is due to be 
denied.                                                                   
                   I.    BACKGROUND                                  

The  Court  draws  the  following  from  the  parties’  papers,  the  supporting 
declarations and exhibits, and the testimony elicited at the evidentiary hearing held 
on April 9, 2026. Following the hearing, and as the Court directed, Plaintiff filed a 
Reply in support of its motion [D.E. 42] and Defendant filed a Sur-Response [D.E. 
46]. The Court has considered both supplemental filings as well.          
A.    The Marks and the Parties                                      
Defendant’s position, supported by sworn testimony, is that Boyut developed 
the “ULTRA” anchor brand in 2004–2005 and sold ULTRA-branded marine anchors 

into  United  States  commerce  beginning  in  2006  through  a  U.S.  distributor, 
QuicklineUSA / Boels, Inc., which operated as “Ultra Marine West.” On this account, 
Boyut decided to begin rebranding to “ULTRA MARINE” in 2013.              
Radek Mašín — then only a prospective European distributor — initiated 
discussions with Defendant at that time to enter into a distribution agreement for 
Ultra Marine products. During these early discussions, he arranged for the stylized 

logo to be designed in Prague “as a gift to Boyut,” incorporating wording and an 
anchor-like “M” that Boyut had specified. Boyut approved the logo on July 15, 2013, 
applied to register it in Turkey on July 22, 2013, and used it in commerce thereafter. 
But Boyut owned the trademark and used it in commerce to market its marine 
products.                                                                 
Plaintiff paints a different story. Plaintiff contends that it created and owns 
both the ULTRA MARINE mark and the stylized logo (designed in Prague in 2014 

and assigned up a corporate chain to Plaintiff). Plaintiff insists that Boyut was merely 
its contract manufacturer, and that Defendant has no United States rights of its own. 
Plaintiff  holds  the  only  currently  live  U.S.  registration  for  the  mark  (Reg.  No. 
8,007,424),  which  claims  a  priority  date  of  March  23,  2023,  based  on  a  Czech 
application. The complaint dates its first U.S. use to 2015.              
One fact is undisputed. Boyut is the manufacturer of the products relevant to 
this case. Plaintiff markets and distributes those products. The Agreement says so in 
its own recitals: Boyut “is engaged in the business of manufacturing metallic ship and 

boat propellers and their accessories, anchors, grapples, etc.,” and Plaintiff “desires 
to  retain  the  Company  to  manufacture  and  supply”  the  Products.  Distribution 
Agreement, Recitals A–B. [D.E. 6-1 at 37]. Plaintiff filed it as part of Exhibit 1 to its 
own motion. [D.E. 6]. Four of the Agreement’s provisions matter are particularly 
relevant.                                                                 
Territory and exclusivity. “Territory” is defined as “Seychelles, Mauritius and 

all countries located in the European continent, excluding Turkey, but including also 
United Kingdom (with its offshore islands and the Republic of Ireland), Sweden, 
Norway, Denmark, Finland, Estonia, Latvia and Lithuania.” [D.E. 6-1 § 1]. Section 
2.1 grants Plaintiff “the exclusive right (even as against the Company) to sell, use, 
and offer for sale or otherwise commercialize the Products in the Territory,” and then 
imposes  a  corresponding  limit:  “The  Distributor  shall  not  sell  or  otherwise 
commercialize the Products outside of the Territory.” [Id. § 2.1]. The United States 

appears nowhere in the definition, and the Agreement’s one concrete list of countries, 
the design-registration obligation at Section 11.3, is entirely European. 
Intellectual property. Section 9.1 provides that “neither Party shall obtain any 
rights to the existing Intellectual Property Rights of the other Party solely by reason 
of entering into this Agreement.” Section 9.4 grants Plaintiff “the non-exclusive right 
during the term of this Agreement to use the Intellectual Property Rights owned by 
the Company and to register and protect such rights on the Company’s behalf for the 
purpose  of  promoting,  marketing  and  selling  the  Products  in  the  Territory.”  It 
continues: “The Distributor acknowledges that, except for the limited license rights 

granted  in  this  Section,  it  shall  not  acquire  any  rights  in  respect  of  any  such 
Intellectual Property Rights and that all such rights and goodwill are, and shall 
remain, vested exclusively in the Company and/or its affiliates.” [Id. § 9.4]. 
Trademarks and the logo. Section 9.7 provides that the parties “shall jointly 
select in good faith the trademarks to be used for the marketing and sale of the 
Products in the Territory,” and that “if a new trademark is developed in the Territory 

to be used for the marketing and sale of the Products in the Territory, it shall become 
and remain the property of the Distributor.” Section 9.8, a provision both sides press, 
reads in relevant part: “The Company acknowledges that the Distributor (i) has 
created the logo and design attached to this Agreement under Exhibit C (‘Logo and 
Design’), (ii) is the legal and valid owner of the Intellectual Property Rights over the 
Logo and Design; and (iii) has granted the usage rights of the Logo and Design to the 
Company for the duration of the Agreement.” It gives Boyut a right of first offer to 

purchase the Logo and Design on termination. And it closes with a key sentence: “The 
Distributor acknowledges that the Company is the legal and valid owner of the 
Intellectual Property Rights over the name ‘Ultra’ and its other versions rather than 
‘UltraMarine.’” [Id. § 9.8].                                              
Governing law and Exhibit C. Section 18 provides that “[t]he validity and 
interpretation of this Agreement and the legal relations of the Parties hereto shall be 
governed by Turkish laws.” [Id. § 18]. No party has briefed Turkish law. And the 
“Logo and Design” that Section 9.8 assigns to Plaintiff is defined by reference to an 
Exhibit C that is attached thereto.                                       

B.    The Registrations and the Termination of the Agreement         
There is substantial evidence in the record of Defendant’s early use of the mark 
at issue. Defendant’s predecessor Boels filed a “ULTRA MARINE WEST” registration 
that issued May 17, 2016, on a specimen displaying the very stylized logo now in suit. 
That registration was cancelled December 2, 2022, for failure to maintain it. Boyut 
acquired Boels in December 2015. Defendant also points to a 2022 invoice it sent to 

Mašín bearing the mark, well as hearing testimony that Mašín visited Defendant’s 
Fort Lauderdale premises in or about 2020, and also to 2016 correspondence in which 
Boyut required Plaintiff to drop “ULTRA MARINE by Radek Masin” and not to hold 
itself out as the brand’s founder.                                        
The parties performed under the distribution agreement until a falling out in 
2025.  Boyut  issued  a  suspension  and  cure  notice  on  February  27,  2026,  and 
terminated the Distribution Agreement for cause on March 18, 2026. The termination 

notice  cites  a  €965,686.50  payment  default;  as  well  as  “the  use  of  the  Client 
Company’s trademarks in a manner capable of creating confusion in the market as to 
the  source  or  manufacturer  of  the  products”;  “promotional  activities  positioning 
yourself as a manufacturer and/or designer rather than a distributor”; and, as an 
independent ground, Plaintiff’s filing of trademark applications in the European 
Union  and  the  United  States,  including  USPTO  Nos.  99550223  and  99617806, 
“during the continuation of the distributorship relationship.” Notice of Termination 
¶¶ 3, 5-6 (Mar. 18, 2026).                                                
Plaintiff  filed  this  action  on  March  23,  2026,  and  sent  Boyut  a  Turkish-

language rejection-and-ownership notice on March 24, 2026. The motion now before 
the Court followed.                                                       
              II.  GOVERNING PRINCIPLES                              
A movant seeking a preliminary injunction must establish four elements: (1) a 
substantial likelihood of success on the merits; (2) that it will suffer irreparable injury 
unless the injunction issues; (3) that the threatened injury to the movant outweighs 

the harm the injunction would inflict on the non-movant; and (4) that the injunction 
would not be adverse to the public interest.  E.g., Wreal, LLC v. Amazon.com, Inc., 

840 F.3d 1244, 1247

 (11th Cir. 2016) (citing Siegel v. LePore, 

234 F.3d 1163, 1176

 
(11th Cir. 2000) (en banc). Because a preliminary injunction is an “extraordinary and 
drastic remedy” the burden of persuasion on all four elements rests with the movant, 
and the failure to carry it on any one of them defeats the motion. Wreal, 

840 F.3d at 1247

 (citing also McDonald’s Corp. v. Robertson, 

147 F.3d 1301, 1306

 (11th Cir. 

1998)).                                                                   
Two features of that standard control this case. First, if the movant cannot 
show a substantial likelihood of prevailing, the Court need go no further, for the 
remaining factors cannot overcome an uncertain outcome on the merits. Second, a 
preliminary injunction does not exist to resolve hard, fact-intensive disputes on a 
truncated record. It seeks to preserve the status quo where the movant’s right is clear 
and the harm of waiting is real. See, e.g., Gray Line Motor Tours, Inc. v. City of New 
Orleans, 

498 F.2d 293, 296

 (5th Cir. 1974) (“the grant or denial of a preliminary 
injunction is almost always based on an abbreviated set of facts, requiring a delicate 

balancing  of  the  probabilities  of  ultimate  success  at  final  hearing  with  the 
consequences of immediate irreparable injury which could possibly flow from the 
denial of preliminary relief”).                                           
The standard is thus more demanding than those governing other stages of the 
same case. Hence a claim that survives a pleading motion, or that would present a 
jury question at trial, does not for that reason justify interim relief. Cf. I.M. Wilson, 

Inc. v. Otvetstvennostyou “Grichko”, 

500 F. Supp. 3d 380

, 405-06 (E.D. Pa. 2020) 
(observing that “the pleading standards to allege fraud are more forgiving the[n] 
those required to support a preliminary injunction,” and allowing under Rule 9(b) the 
same allegations the court had rejected at the preliminary-injunction stage for want 
of clear and convincing evidence).                                        
With respect to the Agreement’s choice of law, it has no bearing for now. 
Section 18 makes Turkish law govern the Agreement’s “validity and interpretation.” 

Neither  party  has  offered  Turkish  authority,  expert  declaration,  or  translated 
statutory material. Federal Rule of Civil Procedure 44.1 permits the Court to consider 
“any relevant material or source” in determining foreign law, but it does not permit 
the Court to invent one. For purposes of this motion only, the Court reads the 
Agreement’s English text as written and confines itself to provisions whose meaning 
does not appear to turn on any contested rule of Turkish construction. Nothing here 
forecloses a different construction once Turkish law is properly presented, and the 
parties should be prepared to address at later stages of the case both the content of 
Turkish law and the consequence of a failure to prove it. Defendant, for its part, now 

suggests that the Court “need not address” the Agreement’s post-termination status 
at all and “may leave this for a Turkish court to decide” if Plaintiff’s delay alone 
warrants denial. [D.E. 46 at 8]. The Court agrees that delay is an independent and 
sufficient ground, see Part III.B, infra, but it does not accept the invitation to say 
nothing about the Agreement. The Agreement is the source of the rights Plaintiff 
asserts,  both  sides  rely  on  it,  and  the  likelihood-of-success  inquiry  cannot  be 

conducted without it.                                                     
                    III.     ANALYSIS                                
Plaintiff’s motion is predicated on what it must ultimately prove: that it is the 
senior user of the mark in the United States, that it owns the copyrighted logo, and 
that the distribution agreement supports Plaintiff’s reading and sustains its theory 
of infringement. That is a burden that is too heavy to bear on this limited record.  
A.    No Substantial Likelihood of Success Has Been Shown in This    
     Manufacturer-Distributor Dispute                                
Trademark  rights  turn  on  priority  of  use.  “Rights  in  a  trademark  are 
determined by the date of the mark’s first use in commerce. The party who first uses 
a mark in commerce is said to have priority over other users.” FN Herstal SA v. Clyde 

Armory Inc., 

838 F.3d 1071

, 1080–81 (11th Cir. 2016) (quoting Hana Financial, Inc. 
v. Hana Bank, 

574 U.S. 418

, 419 (2015)); see, e.g., Vital Pharmaceuticals, Inc. v. 
Monster Energy Co., 

472 F. Supp. 3d 1237

, 1261 (S.D. Fla. 2020) (holding that party 
with prior use had superiority over registered trademark holder) (citing Threeline 
Imports, Inc. v. Vernikov, 

239 F. Supp. 3d 542, 558

 (E.D.N.Y. 2017) (recognizing that 
first  use  is  “sufficient  to  overcome  the  presumption  of  validity  created  by  the 

plaintiff's registration of the trademark”)).                             
Priority is also territorial, as the Eleventh Circuit explained in an analogous 
trademark dispute between a foreign manufacturer and distributor: “Our concern 
must be the business and goodwill attached to United States trademarks, not French 
trademark  rights  under  French  law.”  E.  Remy  Martin  &  Co.  v.  Shaw-Ross 
International  Imports,  Inc.,  

756 F.2d 1525, 1531

  (11th  Cir.  1985);  see  also 

International Cosmetics Exchange, Inc. v. Gapardis Health & Beauty, Inc., 

303 F.3d 1242

, 1248 n.3 (11th Cir. 2002) (“territoriality doctrine” adopted by E. Remy means 
that a trademark has a separate existence in each sovereign territory in which it is 
registered or legally recognized).                                        
District courts in this Circuit have routinely applied the same rule: “a party’s 
first use of a mark outside the United States doesn’t establish any trademark rights 
within the United States.” Shenzhen Kinwong Electronic Co. v. Kukreja, 

574 F. Supp. 3d 1191

, 1217 (S.D. Fla. 2021) (collecting authority); see also Cotton Ginny, Ltd. v. 
Cotton Gin, Inc., 

691 F. Supp. 1347, 1352

 (S.D. Fla. 1988) (“[A] trademark is acquired 
only within those markets where the mark has been used and its meaning become 
known.”).                                                                 
      1.   The Distribution Agreement Cuts Both Ways                 
When first use occurs inside a manufacturer-distributor relationship, a further 
question arises: to whom is that use attributed? Judge Altman’s decision in Shenzhen 

Kinwong supplies the answer that other district courts in our Circuit have also 
applied. Courts “look first to any agreement between the parties regarding trademark 
rights,”  and  contractual  provisions  on  trademark  ownership  are  treated  as 
“determinative.” 574 F. Supp. 3d at 1217-18 (quoting Sengoku Works Ltd. v. RMC 
International, Ltd., 

96 F.3d 1217, 1220

 (9th Cir. 1996); Premier Dental Prods. Co. v. 
Darby Dental Supply Co., Inc., 

794 F.2d 850, 854

 (3d Cir. 1986); and 2 McCarthy on 

Trademarks  and  Unfair  Competition  §  16:48).  Absent  an  agreement,  courts 
“presum[e] that a foreign manufacturer owns the trademarks of its products.” Id. at 
1218 (quoting Rigoni USA, Inc. v. Rigoni di Asiago USA, LLC, 

2009 WL 10667806

, 
at *10 (S.D. Fla. Jan. 14, 2009)); see also TMT North America, Inc. v. Magic Touch 
GmbH, 

124 F.3d 876, 882

 (7th Cir. 1997).                                  
And,  notably,  that  presumption  is  irrebuttable  as  to  a  non-exclusive 
distributor, and rebuttable by an exclusive distributor only on a six-factor showing. 

Shenzhen, 574 F. Supp. 3d at 1218–19 (citing Covertech Fabricating, Inc. v. TVM 
Bldg. Products, Inc., 

855 F.3d 163, 171

 (3d Cir. 2017)). The Court notes that no 
decision of the Eleventh Circuit or the Supreme Court mandates this framework. See 
Open Sea Distribution Corp. v. Artemis Distrib., LLC, 

692 F. Supp. 3d 1151

, 1189 
(M.D. Fla. 2023) (observing that “no case from the Eleventh Circuit or Supreme Court 
mandates using the framework,” while noting that it “represents the majority if not 
unanimous view”). The Court applies it as strong persuasive authority in our District, 
and also because both parties’ arguments assume it.                       
The framework matters because it reverses the intuition on which Plaintiff’s 

motion rests. Plaintiff presents itself as the brand’s originator and Boyut as its 
contract manufacturer. The Agreement describes the opposite arrangement. Boyut 
manufactures;  Plaintiff  resells  in  Europe.  Only  in  Europe.  In  that  posture,  the 
starting presumption favors the manufacturer, and the question becomes whether 
the parties contracted around it.                                         
Plaintiff’s answer to all of this is that it, not Boyut, occupies the manufacturer’s 

position in the framework: physical fabrication is immaterial and that a party who 
designs a product and hires a factory to build it to specification is the “manufacturer” 
for these purposes. The argument is not without some support. See Open Sea, 692 F. 
Supp. 3d at 1191-92.                                                      
But it is beside the point here, because the presumption it seeks to capture is 
a gap-filler. As the court explained in I.M. Wilson, a party invoking Covertech for “the 
rebuttable  presumption  that  the  manufacturer  retains  the  initial  trademark 

ownership in an infringement dispute between a manufacturer and distributor” must 
reckon with the fact that “this presumption only applies where there is no agreement 
between the parties setting out the trademark ownership.” 500 F. Supp. 3d at 404. 
But where the parties have addressed the issue in a contract, “the analysis in 
Covertech is inapplicable.” Ibid. And the cases on which Plaintiff would rely bear this 
out: Open Sea applied the presumption expressly because “no agreement governs 
trademark rights.” 692 F. Supp. 3d at 1192.                               
The participants in this arrangement did contract about trademark ownership 

– for the Territory. As to the Territory, the presumption and its rebuttal factors drop 
out, and Sections 9.4, 9.7, and 9.8 govern. As to the United States, the parties to the 
Agreement made no allocation at all. They said only that Plaintiff could not operate 
there. A contract that allocates European rights displaces the default for Europe; it 
does not displace the default for a market it never reaches. In that unallocated space 
the ordinary presumption remains available, and here it favors the manufacturer. 

Indeed,  every  intellectual-property  grant  in  Section  9  is  bounded  by  the 
Territory the parties contemplated. Section 9.4 licenses Plaintiff to use and register 
Boyut’s intellectual property “for the purpose of promoting, marketing and selling the 
Products in the Territory” and to do so “on the Company’s behalf.” Section 9.7 vests 
in Plaintiff only a trademark “developed in the Territory to be used for the marketing 
and sale of the Products in the Territory.” Section 9.6 gives Plaintiff enforcement 
discretion “anywhere in the Territory.” And a fair and more persuasive reading of 

Section  2.1  makes  the  boundary  explicit  in  both  directions:  Plaintiff  receives 
exclusivity inside the Territory and is forbidden to commercialize outside it. 
Reading a distributorship agreement to allocate trademark rights by sales 
territory is not exactly novel. It is what the Tenth Circuit did in Derma Pen, LLC v. 
4EverYoung Ltd., 

773 F.3d 1117

 (10th Cir. 2014), and the allocation there was 
outcome-determinative. The parties in Derma Pen divided the world: “The agreement 
provided  that  Derma  Pen,  LLC  would  sell  the  device  in  the  United  States; 
4EverYoung would sell the device throughout the rest of the world. The parties 
allocated trademark rights based on the sales territory; thus, Derma Pen, LLC 

acquired ownership of the trademark rights in the United States.” 

Id.

 at 1118–19. In 
construing the agreement the court returned to the same feature: “Elsewhere, the 
agreement divvies up the territorial restrictions on use of the trademark: Derma Pen, 
LLC’s territory was the United States; 4EverYoung’s was the rest of the world.” 

Id. at 1121

. Thus, party whose territory did not include the United States did not own 
the mark in the United States.                                            

The  allocation  here  runs  the  other  way.  Plaintiff’s  Territory  under  its 
Agreement was Seychelles, Mauritius, and Europe excluding Turkey. The United 
States is not in it, and Section 2.1 forbids Plaintiff from commercializing there. Under 
the reasoning of Derma Pen, Plaintiff stands where 4EverYoung stood: outside the 
territory, yet purportedly asserting rights inside it. The Agreement Plaintiff entered 
into to get the manufacturer’s business presents a clear obstacle to that effort. And 
the point is sharper still when this Agreement is set beside the one in Shenzhen. The 

distributor there held a contractual territory that expressly included the United 
States, sold the manufacturer’s goods here under the mark for years, and still did not 
own the United States mark, because the agreement reserved nothing to it and the 
manufacturer’s presumption still governed. 574 F. Supp. 3d at 1226-27; Shenzhen 
Kinwong Elec. Co. v. Kukreja, 

778 F. Supp. 3d 1255

, 1262 n.5, 1288-90 (S.D. Fla. 2025) 
(judgment after bench trial). Plaintiff’s Territory does not include the United States 
at all.                                                                   
The two contracts also differ on the point that decided Derma Pen. There, 

“[w]ith ownership of the U.S. trademark rights, Derma Pen, LLC promised to register 
the ‘DermaPen’ trademark with the United States Patent and Trademark Office,” id. 
at  1119,  and  the  agreement  recited  that  the  U.S.  party  acted  “[w]hile  not 
relinquishing any of its U.S. trademark rights,” id. at 1122 n.3. Section 9.4 of this 
Agreement provides the opposite on each point: Plaintiff’s authority to “register and 
protect” is exercised “on the Company’s behalf,” Plaintiff “shall not acquire any 

rights,” and all goodwill “shall remain[] vested exclusively in the Company.” 
These  differences  matter.  The  Agreement  does  not  grant  Plaintiff  United 
States rights. It does not purport to. Where the Agreement is silent (and as to the 
United States it is silent) except to place that market off-limits to Plaintiff, the 
manufacturer presumption would apply in Boyut’s favor, not Plaintiff’s. Shenzhen 
Kinwong, 574 F. Supp. 3d at 1218.                                         
Nor does a European allocation carry United States rights with it. Goodwill in 

this country attaches to United States trademark rights and exists separately from 
whatever rights exist abroad; it is separately owned and separately assignable. See 5 
McCarthy on Trademarks and Unfair Competition § 29:8 (5th ed. 2026); E. Remy 
Martin, 

756 F.2d at 1531

. That is why the question the Agreement addresses, as to 
who may sell under the mark in Europe, does not answer the question this case 
presents.                                                                 
Section 9.4 does more than fail to help Plaintiff; it affirmatively cuts against 
Plaintiff’s registration theory. A strong case can be made that Plaintiff’s authority to 
“register and protect” marks was authority exercised “on the Company’s behalf,” 

coupled with an express acknowledgment that Plaintiff “shall not acquire any rights” 
and that “all such rights and goodwill are, and shall remain, vested exclusively in the 
Company.” A distributor that registers a mark under a clause like that does not 
thereby  become  its  owner.  Whether  that  provision  reaches  Plaintiff’s  2023  U.S. 
registration, obtained for a market outside its contractually-sanctioned Territory, is 
a question that will be litigated intensely. But Plaintiff cannot invoke the Agreement 

as the source of its rights while ignoring the sentence in which it disclaimed them. 
Once again, a fair reading of the Agreement that created the parties’ relationship 
therefore does not support a finding of substantial likelihood of success in Plaintiff’s 
favor.                                                                    
Plaintiff accuses Defendant of wielding the Agreement as both sword and 
shield: Boyut’s termination notice treats Plaintiff’s United States trademark filings 
as a breach of the Agreement, yet Defendant tells this Court that the Agreement has 

nothing to say about United States rights. [D.E. 42 at 10-11]. Maybe so, but this 
charge of inconsistency does not go far. The two positions are reconcilable, and 
Defendant’s sur-response reconciles them: the Agreement confines Plaintiff’s license, 
and  its  authority  to  register  marks,  to  the  Territory,  so  a  registration  sought 
elsewhere, in Plaintiff’s own name, could be treated by Boyut as a breach of Sections 
2.1 and 9.4 without the Agreement thereby allocating ownership of a market it never 
addressed. [D.E. 46 at 7-8]. Plaintiff relies on the point that a contract can forbid a 
party to act in a place without dividing the rights that exist there. And indeed that is 
what a territorial restriction does.                                      

Plaintiff’s retort to this is subtler. The Boyut’s termination notice cited two of 
Plaintiff’s  United  States  applications  (directed,  Plaintiff  says,  to  “Ultra  Anchor” 
marks) as a breach, but said nothing about Plaintiff’s United States application for 
ULTRA MARINE. That silence shows, Plaintiff reasons, that Boyut then understood 
ULTRA MARINE to be Plaintiff’s. [D.E. 42 at 11 n.11]. That is a plausible inference 
from silence, and a factfinder may draw it. But it is an inference, drawn from an after-

the-fact letter, and it competes with the same notice’s complaint that Plaintiff was 
using “the Client Company’s trademarks in a manner capable of creating confusion 
in  the  market  as  to  the  source  or  manufacturer  of  the  products.”  Notice  of 
Termination ¶ 5. A movant’s burden is not carried by the more favorable of two 
inferences that can be drawn from the same communication.                 
Plaintiff also argues that a European territorial limit says nothing about who 
owns a mark in America, and that United States rights are governed by United States 

use, not by a Czech-Turkish contract. That is a fair point and true as far as it goes. 
But it too is a double-edged proposition. If the Agreement does not control United 
States rights, then Plaintiff must establish those rights the ordinary way through 
first use in United States commerce. But as we address next, that showing runs the 
other way in this limited record.                                         
      2.    Priority of Use in the U.S. is Hotly Disputed            
“Rights in a trademark are determined by the date of the mark’s first use in 
commerce. The party who first uses a mark in commerce is said to have priority over 

other  users.” Hana  Fin.,  574  U.S.  at  419; see,  e.g., Planetary  Motion,  Inc.  v. 
Techsplosion, Inc., 

261 F.3d 1188, 1193

 (11th Cir. 2001) (explaining that, under the 
common law, a party acquires trademark ownership only through actual prior use of 
the mark in commerce); Commodores Entm’t Corp. v. McClary, 

879 F.3d 1114

, 1141 
n.5 (11th Cir. 2018) (same).                                              
“[T]he use of a mark in commerce . . . must be sufficient to establish ownership 

rights for a plaintiff to recover against subsequent users under [S]ection 43(a).” 
Crystal Entm't & Filmworks, Inc. v. Jurado, 

643 F.3d 1313, 1321

 (11th Cir. 2011) 
(quoting  Planetary  Motion,  

261 F.3d at 1193-94

).  A  two-part  test  is  utilized  to 
determine whether a party has proved “prior use” of a mark sufficient to establish 
ownership: a party must submit (1) evidence showing adoption, and (2) “use in a way 
sufficiently public to identify or distinguish the marked goods in an appropriate 
segment of the public mind as those of the adopter of the mark.” 

Ibid.

 (quoting 

Planetary Motion, 

261 F.3d at 1195

). This determination is to be made on a case-by-
case basis, considering the “totality of the circumstances,” including, among other 
things, sales, advertisements, and distribution of goods. Planetary Motion, 

261 F.3d at 1195

 (citing Johnny Blastoff, Inc. v. L.A. Rams Football Co., 

188 F.3d 427, 433

 (7th 
Cir.1999)).                                                               
Because the Agreement here does not allocate United States rights, those 
rights turn on use in commerce in the United States. Plaintiff’s own pleading dates 
Plaintiff’s first U.S. use to 2015 and rests its registration on a claimed priority date 

of March 23, 2023. Yet, Defendant’s evidence, which is supported by a strong factual 
showing  that  the  Court  finds  credible,  reaches  back  nearly  a  decade  earlier:  a 
distributor of Boyut used the ULTRA-brand use in U.S. commerce from 2006, through 
QuicklineUSA / Boels, ULTRA MARINE was then used from 2013, and a Boyut-  
affiliated U.S. registration was in effect from 2016 to 2022 resting on basically the 
same stylized logo Plaintiff now claims. So the evidence in this limited record shows 

both adoption of the mark and sufficient use in commerce by the purchasing public 
that ties the mark to Boyut’s U.S. distributor. Defendant has the better of this record. 
See, e.g., USA Nutraceuticals Group, Inc. v. BPI Sports, LLC, 

165 F. Supp. 3d 1256, 1265

 (S.D. Fla. 2016) (applying totality test and denying motion for preliminary 
injunction filed by junior user of common law mark based on evidence showing use of 
the mark through the Internet and print media targeting the public associated with 
the mark).                                                                

Thus, party whose first use postdates its adversary’s by years is, on the face of 
it, the junior user, and the junior user is not entitled to enjoin the senior. See, e.g., 
Domond v. PeopleNetwork APS, 

748 F. App’x 261

, 263 (11th Cir. 2018) (affirming 
dismissal  of  trademark  infringement  complaint  where  complaint  conceded  that 
others used the marks well before the plaintiff’s alleged use in commerce); Edge Sys. 
LLC v. Aguila, 

186 F. Supp. 3d 1330, 1345

 (S.D. Fla. 2016), aff'd, 708 F. App;x 998 
(Fed.  Cir.  2017)  (granting  summary  judgment  on  trademark  claim  where 
manufacturer acquired common law trademark rights to the trade name and as prior 
user of distinctive marks; manufacturer’s prior use of the marks and logo predated 

plaintiff’s registered use of the marks).                                 
Plaintiff resists that chronology on two fronts. First, Plaintiff says that the 
ULTRA anchor brand of 2006 is not the ULTRA MARINE mark of 2013, that “Ultra” 
standing alone is a weak term that coexists with many other “Ultra” marks, and that 
Defendant can claim no priority in ULTRA MARINE from its use of something else. 
[D.E. 42 at 10 n.10]. It is true that a party may “clothe a new mark with the priority 

position of an older mark” only when the two are “legal equivalents” that “create the 
same, continuing commercial impression,” and whether that is so is a question of fact. 
But that fact is one the Supreme Court has assigned to the trier of fact. Hana Fin., 
574 U.S. at 419-20, 422-23. Whether ULTRA MARINE tacks onto ULTRA is therefore 
not a question the Court can answer on this limited record on a motion for preliminary 
injunction.                                                               
In any event this point is not as helpful to Plaintiff as it makes it out to be. If 

Defendant cannot tack, then priority in ULTRA MARINE turns on the competing 
accounts of 2013 through 2015, and those accounts are in direct conflict. Defendant 
places the stylized logo in United States commerce from July 2013 through Boels and 
points to a 2015 application alleging a first-use date in July 2014. [D.E. 46 at 3 (citing 
Y. Decl. ¶¶ 26, 28)]. Plaintiff dismisses the 2013 uses as internal e-mails, treats the 
2015 application as establishing nothing earlier than its filing date, and dates its own 
first American use to January 2015. [D.E. 42 at 9-10]. A movant whose claim to 
seniority  depends  on  winning  a  swearing  contest  over  events  a  decade  old,  on 
declarations and a day of testimony, has not shown a substantial likelihood of success. 

And if Defendant can tack this way, Plaintiff’s 2015 date is nearly a decade late. 
Either way, the Court cannot find Plaintiff likely to prevail on priority. At best, it 
presents a thorny factual question that the trier of fact will have to unwind. But that 
is not something we can easily do on a motion for preliminary injunction. Plaintiff’s 
showing of substantial likelihood of success is weakened further still on this basis. 
Second, Plaintiff contends that its own use in United States commerce began 

no later than January 2015, when it displayed the mark at the Cannes boat show and 
began selling marked products to European boat builders whose vessels reached 
American purchasers through their United States distribution networks. [D.E. 42 at 
9-10]. Plaintiff invokes Abitron Austria GmbH v. Hetronic International, Inc., 

600 U.S. 412

 (2023), for the proposition that “use in commerce” can be domestic without 
a domestic physical presence, and a Fourth Circuit decision holding that casino 
services  rendered  in  Monaco  to  American  patrons  satisfied  the  Lanham  Act. 

International Bancorp, LLC v. Société des Bains de Mer et du Cercle des Étrangers à 
Monaco, 

329 F.3d 359

, 370 (4th Cir. 2003). Defendant replies that Plaintiff’s activities 
occurred entirely abroad, that a foreign trade show is not a sale of marked goods in 
United States commerce, and that International Bancorp is an out-of-circuit decision 
about services that this Circuit has not extended to goods. [D.E. 46 at 8-9]. 
The Court need not choose between these positions to decide this motion, and 
it does not. But once again the governing standard shows why the dispute cannot be 
resolved in Plaintiff’s favor now. Ownership through use requires “actual prior use in 

commerce,”  assessed  on  “the  totality  of  the  circumstances,”  and  the  question  is 
whether the use was “sufficiently public to identify or distinguish the marked goods 
in an appropriate segment of the public mind as those of the adopter of the mark.” 
Direct Niche, LLC v. Via Varejo S/A, 

898 F.3d 1144, 1149-50

 (11th Cir. 2018) (quoting 
Planetary Motion, 

261 F.3d at 1195

). “The typical evidence of use in commerce is the 
sale of goods bearing the mark”; advertising, publicity, and solicitation can suffice in 

the absence of sales; “secret or de minimis uses” cannot. 

Id.

 at 1150 (quoting FN 
Herstal, 

838 F.3d at 1081

). For goods, the statute contemplates a mark placed on the 
product  and  the  product  “sold  or  transported  in  commerce.”  

15 U.S.C. § 1127

; 
Geovision, Inc. v. Geovision Corp., 

928 F.2d 387, 389

 (11th Cir. 1991).   
Applying these principles, two things follow. Plaintiff is right that the inquiry 
does not demand a physical American presence; the Eleventh Circuit for instance has 
found sufficient use by a Brazilian retailer that operated no stores and shipped no 

goods here, but sold advertising services to American companies on a website visited 
by millions of American users. Direct Niche, 

898 F.3d at 1146-47, 1150-51

. But 
Plaintiff is wrong to suppose that the question answers itself. Whether a display at a 
French boat show, and sales to European builders who later sold boats to Americans, 
made ULTRA MARINE known to an appropriate segment of the American public as 
Plaintiff’s mark is a question of fact on which Plaintiff bears the burden, and on which 
the record now consists of Mr. Mašín’s less-than-credible testimony and little else.  
As for Abitron, it addressed the extraterritorial reach of the Lanham Act’s 

infringement  provisions,  and  the  Eleventh  Circuit  has  been  explicit  that  the 
jurisdictional  and  ownership  inquiries,  though  both  framed  in  terms  of  “use  in 
commerce,” are distinct. Direct Niche, 

898 F.3d at 1150

 (citing Planetary Motion, 261 
F.3d at 1194–95 & n.8). Abitron does not tell a court who used a mark first. Indeed, 
Judge  Altman  reached  the  same  conclusion  in  applying  Abitron  after  trial  in 
Shenzhen: the majority “expressly dodged any attempt to define ‘use in commerce’ 

beyond ‘the bona fide use of a mark in the ordinary course of trade,’” and the definition 
it construed is the one that “defines the kind of ‘use’ needed to acquire registerable 
trademark rights—not to infringe them.” 778 F. Supp. 3d at 1306 & n.38 (quoting 
Abitron, 600 U.S. at 428 & n.6, and Axiom Worldwide, Inc. v. NAM Medical Corp., 

522 F.3d 1211

, 1220 n.7 (11th Cir. 2008)). Abitron located infringing conduct; it did 
not allocate ownership, so its value to the question presented here is negligible. 
The Court accepts that “a distributor may own the trademark in goods it does 

not manufacture.” I.M. Wilson, 397 F. Supp. 3d at 736 ¶ 62 (quoting Premier Dental, 

794 F.2d at 853

). Nothing in the manufacturer-distributor framework says otherwise. 
The question is not whether a distributor may own a mark. It is whether on this 
record this distributor without question owns this mark in this country, and on that 
question the Agreement puts the country outside Plaintiff’s Territory and the record 
puts Defendant’s asserted use years ahead of Plaintiff’s. Even in the light most 
favorable to Plaintiff, this first use may be deemed too tangential or irrelevant to cut 
against Plaintiff’s 2023 registration. But that is after a fulsome review of a complete 
record after discovery. Hence, even if it may have merit, this argument cannot 

possibly  succeed  on  this  limited  record  on  Plaintiff’s  motion  for  preliminary 
injunction.                                                               
Indeed, at this stage it appears Defendant has the stronger argument on this 
point,  but  we  need  not  make  an  ultimate  conclusion  on  this  score  other  than 
acknowledge that Plaintiff cannot possibly satisfy its burden of showing a likelihood 
of success. The categories of evidence Defendant offers for the years before Plaintiff 

appeared are the categories courts have often found sufficient to establish senior 
common-law rights. For instance, in Watec Co. v. Liu, 

403 F.3d 645

 (9th Cir. 2005), a 
Japanese manufacturer defeated its former exclusive United States distributor’s 
registrations on proof of pre-distributorship activity consisting of “thousands of direct 
mail solicitations and sample cameras bearing WATEC and WAT marks to potential 
American customers,” attendance at “national trade shows where they displayed 
cameras  bearing  the  WATEC  and  WAT  marks,”  and  evidence  “that  American 

customers and potential customers placed orders and requested price quotes.” Id. at 
648, 653-54.                                                              
Here Defendant’s asserted 2006-2013 record is of the same character: ULTRA-
branded anchors moving into United States commerce through a United States 
distributor, trade-show presence, and a United States registration resting on a very 
similar stylized logo. And, though the anchors reached this country through a United 
States distributor rather than directly from the Turkish factory, the point still stands. 
In the global marketplace “it’s not uncommon for businesses to use distributors to 
access foreign markets,” and “our trademark law allows a manufacturer to avail itself 

of its distributors’ U.S. business.” Shenzhen Kinwong, 574 F. Supp. 3d at 1221 n.22; 
see id. at 1238–39 (rejecting any “direct-versus-indirect-sales distinction”). Again, 
Judge Altman’s reasoning in Shenzhen is apt. The manufacturer there sold into the 
United States through a Hong Kong affiliate, through a Hong Kong trading company, 
through a U.S. sales agent, and through a Wisconsin sales representative. So the 
distributor  argued  that  indirect  sales  through  intermediaries  were  not  the 

manufacturer’s use. Judge Altman rejected that argument on the ground that no case 
supports a “direct-versus-indirect-sales distinction,” that the manufacturer in other 
cases like the Third Circuit in Sengoku likewise sold products to an independent 
trading  company  and  then  distributors,  and  that  “our  trademark  law  allows  a 
manufacturer to avail itself of its distributors’ U.S. business.” 574 F. Supp. 3d at 1221 
n.22, 1238-39 (citing Sengoku, 

96 F.3d at 1218-19

).                       
The same analysis applies here. And so too does Watec as to a second question 

the Court does not decide but should acknowledge. Whether Plaintiff’s own asserted 
United States activity, if any, inured to Plaintiff or to Boyut turns on whether that 
use was controlled by Boyut under 

15 U.S.C. § 1055

 and the “related company” 
definition of 

15 U.S.C. § 1127

. In Watec the manufacturer established “continuous 
use” across a gap in its own distribution arrangements “based on Watec America and 
Liu’s use because Watec America and Liu were using the marks as Watec Japan’s 
licensees during that time period.” 403 F.3d at 654; accord I.M. Wilson, 500 F. Supp. 
3d  at  405.  Section  9.4  of  this  Agreement,  which  makes  Plaintiff’s  registration 
authority exercisable “on the Company’s behalf” and vests all goodwill in Boyut, thus 

supports Defendant’s argument that any registration inured to Boyut’s benefit. See, 
e.g.,  Shenzhen,  574  F.  Supp.  3d  at  1223-24  (distributor’s  use  attributed  to 
manufacturer where the agreement required the distributor to “conduct all of its 
business in its own name”).                                               
Again, no ultimate finding need be made on this point. But it only highlights 
how Plaintiff cannot meet its burden to obtain preliminary injunctive relief.  

Finally, as if that were not enough, if Plaintiff did commercialize in the United 
States beginning in 2015, it did so in the teeth of Section 2.1, which arguably forbade 
exactly that. Use that breaches the distributor’s own contract is an unpromising 
foundation for priority. A United States registration obtained in the name of a 
distributor where the manufacturer owns the mark is “invalid and void ab initio.” 5 
McCarthy § 29:8. And a court in this district has recently held that a distributor’s 
registrations did not defeat a manufacturer’s prior rights in part on that basis. 

Frumar Agri Foods (P) Ltd. v. RRK Foods Inc., 

2025 WL 2408431

 (S.D. Fla. Aug. 18, 
2025).  Plus,  Watec  is  to  the  same  effect  on  stronger  facts:  the  distributor’s 
registrations  there  had  become  incontestable  under  

15 U.S.C. § 1065

,  and  the 
manufacturer prevailed anyway. Plaintiff’s 2023 registration carries no comparable 
protection.                                                               
In any event, this too is an issue that will be developed further in the litigation. 
It does not help Plaintiff now, even though Plaintiff resorts to the argument that its 
live  registration  is  prima  facie  evidence  of  validity  and  ownership,  and  that 

Defendant’s  contrary  account  rests  on  nothing  but  untested  declarations.  The 
premise is correct. Registration does put a thumb on the scale. See 

15 U.S.C. § 1057

(b).  But  it  is  a  thumb,  not  an  anvil.  The  statute  makes  the  presumption 
rebuttable in terms, and it speaks to validity and ownership, not to the date of first 
use by a rival claiming decades of prior commerce. The Lanham Act says as much 
itself. The constructive-use priority that a registration confers runs “against any 

other person except for a person whose mark has not been abandoned and who, prior 
to such filing—(1) has used the mark[.]” 

Id.

 § 1057(c) (emphasis added). And because 
Plaintiff’s  registration  is  not  incontestable,  it  remains  subject  to  “any  legal  or 
equitable defense or defect . . . which might have been asserted if such mark had not 
been registered.” Id. § 1115(a).                                          
Plaintiff’s registration claims priority from March 23, 2023, the date of its 
Czech application. See id. § 1126(d). Defendant’s asserted use predates that date by 

a decade or more. And, from Plaintiff’s own evidence, so does Plaintiff’s. It follows, 
then, that a 2023 registration cannot presume away evidence that someone else was 
in the market in 2006, or in 2013. Further support for this conclusion is found from 
the Eleventh Circuit’s long-established recognition that “a registered mark has prima 
facie validity but is subject to another’s bona fide use of the same or similar mark 
under the common law.” Tally-Ho, Inc. v. Coast Cmty. College District, 

889 F.2d 1018, 1023

 (11th Cir. 1989); see also Shenzhen, 574 F. Supp. 3d at 1237 (registrant’s 
presumption “is rebutted . . . where there is evidence that the registrant did not own 
the mark at the time of registration,” so that “[p]roof of prior ownership . . . trumps 

registration”) (quoting Rigoni, 

2009 WL 10667806

, at *10); see also Union National 
Bank of Texas, Laredo v. Union National Bank of Texas, Austin, 

909 F.2d 839, 842

 
(5th  Cir.  1990)  (“Ownership  of  trademarks  is  established  by  use,  not  by 
registration.”).                                                          
We acknowledge that Defendant’s showing is not free of difficulty either. Its 
seniority  depends  in  part  on  a  series  of  transactions  that  have  not  been  fully 

supported with compelling documentation. Defendant’s answer is that its rights come 
from Boyut and that the succession is a matter of corporate record easily supplied. 
Plaintiff’s counters that a distributor cannot borrow a manufacturer’s presumption 
on the strength of a declaration. Whether Defendant’s account of that succession is 
documented, contradicted, or merely undeveloped is a question for later development 
in the case. But, again, the movant’s burden is to show that it is likely to win, not 
that the question is close. Plaintiff has not met that burden.            

Finally, another hotly disputed issue will be what to make of Section 9.8 of the 
parties’ Agreement. On its face it is a signed, contemporaneous acknowledgment by 
the manufacturer that the distributor created and owns the logo. That is tangible 
evidence in Plaintiff’s favor. Section 9.8 gives Boyut a “right of first offer to purchase” 
the Logo and Design on termination, and the Derma Pen court drew from a materially 
similar provision the inference Plaintiff will press here: “The distribution agreement 
expressly provides that on termination, Derma Pen, LLC would offer to sell the U.S. 
trademark to 4EverYoung. This provision makes sense only if Derma Pen, LLC 
remains the owner after termination of the agreement; after all, a trademark can be 

sold only by the owner.” 

773 F.3d at 1120-21

. The inference is sound and inures in 
Plaintiff’s favor, at least at first blush.                               
But, in Derma Pen, the repurchase right attached to “the U.S. trademark” in 
terms. Here it attaches to “the Logo and Design” that is a defined term keyed to 
Exhibit C of the Agreement. The Derma Pen inference, however, says nothing about 
the word mark, and nothing about the ULTRA family, which the same sentence 

assigns to Boyut. That distinction may prove quite consequential.         
Beyond that, four features limit what Section 9.8 can do on this motion. First, 
the  same  sentence  that  gives  Plaintiff  the  logo  gives  Boyut  control  over  the 
intellectual property. Section 9.8 closes with Plaintiff’s acknowledgment “that the 
Company is the legal and valid owner of the Intellectual Property Rights over the 
name ‘Ultra’ and its other versions rather than ‘UltraMarine.’” Whatever else that 
sentence does, it concedes Boyut’s ownership of the ULTRA family. In the face of this, 

Plaintiff’s still motion asks this Court to enjoin “any ‘Ultra’-branded” logo. Plaintiff 
has contracted away the premise of that request. At minimum, the parties’ agreed-
upon limitation cuts strongly against Plaintiff’s showing of likelihood of success that 
is premised on this section.                                              
Second, the carve-out for “UltraMarine” is material; the clause says Boyut 
owns “Ultra” and its versions other than “UltraMarine.” Plaintiff may well have the 
better reading of the effect of this clause, because an exclusion drafted into a provision 
otherwise allocating ownership invites the inference that the excluded item belongs 
to the other side. Plaintiff adds to this that Mr. Yücel testified the closing sentence 

was added precisely to make clear that Boyut’s other “Ultra” marks, unlike ULTRA 
MARINE, were not Plaintiff’s. [D.E. 42 at 8]. Defendant’s sur-response does not really 
quarrel with that reading; it describes Section 9.8 as recognizing “Boyut’s ownership 
of the ULTRA marks, as distinct from ULTRA MARINE, in Europe.” [D.E. 46 at 3]. 
So the disagreement has narrowed to a single qualifier – “in Europe” – and it is the 
qualifier the Court has already drawn from the Agreement’s structure. Section 9.8 is 

good evidence that ULTRA MARINE was Plaintiff’s in the Territory. Whether it 
reaches the United States is the question, but this clause does not answer it. 
Third, the clause suffers from an ambiguity that cuts against its reliability. To 
illustrate, in I.M. Wilson, a United States distributor claimed ownership of a Russian 
manufacturer’s house mark on the strength of a two-line 1992 writing which said, in 
terms, that the distributor owned the mark and its goodwill. The court found a “latent 
structural ambiguity” in the agreement and declined to resolve ownership on the 

papers because: “there is the obvious issue of extraordinary brevity. The Court would 
not  ordinarily  expect  an  agreement  irrevocably  transferring  the  ownership  of  a 
valuable mark — particularly one’s own surname — to be concluded in two lines of 
text”; “the writing is silent on the issue of consideration”; and “certain collateral 
circumstances create ambiguity[.] Notably, I.M. Wilson drafted the document and 
presented it to Mr. Grishko in English — not his native language.” 500 F. Supp. 3d 
at 401. Because “[c]ontract disputes which are not resolved as a matter of law require 
discovery into course of dealing and performance, trade usage, and the parties’ 
expectations at a minimum,” the court held it “not appropriate to resolve the scope of 

the agreement now before fact discovery and the consideration of extrinsic evidence.” 
Id. at 402–03.                                                            
Each of those features is present here, with one addition. Section 9.8 is a single 
sentence  embedded  in  a  commercial  distribution  agreement.  It  recites  no 
consideration for the acknowledgment. It was drafted in English and executed by 
Boyut’s Turkish executive. The Court need not find that Section 9.8 fails; it holds only 

that a clause with these features presents an interpretive question of the sort resolved 
after discovery and extrinsic evidence, not on a preliminary-injunction record. That 
conclusion does not depend on any contested rule of Turkish construction, and it 
would survive whatever Turkish law is ultimately shown to provide.        
Fourth, and most fundamentally, Section 9.8 binds Boyut. Boyut is not a party 
to this case. Defendant Ultra Marine West is a separate Florida corporation, and its 
relationship to Boyut — the acquisition of Boels in December 2015, the succession to 

whatever United States rights Boels held — is asserted in the Yücel Declaration and 
not yet established. A contractual acknowledgment is powerful against the party who 
made it. Plaintiff has sued someone else.                                 
Finally, Plaintiff invokes the Trademark Manual of Examining Procedure, 
which recognizes that a foreign manufacturer’s importer or distributor may own the 
United States mark where there is “a written agreement or acknowledgment . . . that 
the importer or distributor is the owner of the mark in the United States.” TMEP § 
1201.06(a). Yet Section 9.8 is not that document. It says nothing about the United 
States, yet the Manual provision’s operative words are “in the United States.” Plus, 

an  acknowledgment  bearing  the  ambiguities  just  described  is  not  the  clear 
manifestation of intent that a transfer of ownership requires. The Court reserves the 
question whether, on a developed record and under Turkish law properly presented, 
Section 9.8 could be given that effect.                                   
    3.   The Copyright Claim Requires Further Development            
Section  9.8  nevertheless  improves  Plaintiff’s  copyright  position  and 

substantially weakens one of Defendant’s points on that claim. Defendant contends 
that Boyut is a joint author of the logo because it supplied the wording and the 
anchor-like “M.” Boyut signed a contract acknowledging that Plaintiff “has created” 
the Logo and Design and “is the legal and valid owner of the Intellectual Property 
Rights” over it. That acknowledgment is difficult to reconcile with a claim of co-
authorship, and the Court gives Defendant’s joint-authorship theory correspondingly 
less weight.  Defendant’s sur-response repeats the theory and faults Plaintiff for not 

rebutting it. [D.E. 46 at 10–11]. But Section 9.8 is a persuasive rebuttal, at least for 
now.                                                                      
Two problems nevertheless remain for purposes of this motion. First, chain of 
title. A transfer of copyright ownership is invalid unless it is in a signed writing. 

17 U.S.C. § 204

(a). Section 9.8 is Boyut’s acknowledgment; it is not the designer’s 
conveyance.  The  original  designer  was  Dynamo,  and  the  only  assignment  from 
Dynamo in the record is in a foreign language with no certified English translation, 
and so cannot be relied upon as offered. There is, in addition, no documentary transfer 
from the intermediate entity, Trade Group Radek Masin, s.r.o., to Plaintiff. An 

acknowledgment that a party owns a work is not a substitute for the writings that 
would make it so, particularly where the acknowledging party never held the interest 
that had to be conveyed.                                                  
Second, the registration requirement. As a general matter, a copyright owner 
must  register  the  work  before  suing.  

17 U.S.C. § 411

(a).  Plaintiff  invokes  the 
exemption for foreign works first published abroad. But that exemption is not self-

executing, and it is not enough to say that the logo is “Czech.” A plaintiff invoking the 
foreign-work exemption bears the burden of proving that first publication occurred 
abroad, with specifics as to the method, extent, and purpose of that publication; a 
conclusory declaration will not do. Kernel Records Oy v. Mosley, 

694 F.3d 1294

, 1304-
05 (11th Cir. 2012); Casa Dimitri Corp. v. Invicta Watch Co., 

270 F. Supp. 3d 1340, 1349

 (S.D. Fla. 2017). Plaintiff has not made that showing on this record. The Court 
notes that the burden runs against Plaintiff here; the foreign origin of the work does 

not relieve Plaintiff of proving the facts that trigger the exemption. Plaintiff’s reply 
offers only the July 2013 presentation in Prague, which it says “would have been 
where the logo, as a work of art, was first published.” [D.E. 42 at 8 n.9]. But 
publication is a term of art. It means “the distribution of copies . . . of a work to the 
public by sale or other transfer of ownership, or by rental, lease, or lending,” or an 
offer “to distribute copies . . . to a group of persons for purposes of further distribution, 
public performance, or public display”; and “[a] public performance or display of a 
work does not of itself constitute publication.” 

17 U.S.C. § 101

. A private showing of 
a  proposed  logo  to  one’s  prospective  manufacturer  is  not  obviously  either,  and 

Plaintiff has not tried to show that it is.                               
Defendant,  for  its  part,  suggests  the  opposite  problem:  that  Mr.  Yücel’s 
testimony shows the logo was “published in the U.S. numerous times” on invoices and 
in e-mail signatures. [D.E. 46 at 12]. The Court does not adopt that suggestion either. 
Whether affixing a logo to commercial paper is “publication,” and whether a work 
first  published  abroad  becomes  a  “United  States  work”  through  later  domestic 

publication, are questions neither side has briefed. See 

17 U.S.C. § 101

 (defining 
“United States work” by reference to the place of first publication). It suffices that the 
burden is Plaintiff’s and that Plaintiff has not carried it.              
        4.    Plaintiff’s Waiver and Estoppel Theories               
Plaintiff also supports its preliminary injunction demand on the ground that 
Defendant relinquished its rights even over and apart from whatever section 9.8 of 
the  distribution  agreement  preserved.  Plaintiff  points  to  2025  statements  by 

Defendant’s representatives that ULTRA MARINE was “solely [Plaintiff’s] now,” and 
argues that those statements worked a waiver, an equitable estoppel, and a licensee 
estoppel barring Defendant from contesting Plaintiff’s title. [D.E. 42 at 2–5]. 
Section 9.8(iii) states that Plaintiff “has granted the usage rights of the Logo 
and Design to the Company for the duration of the Agreement,” and Section 6.2(f) 
requires that, on termination, Boyut “stop using any and all Intellectual Property 
Rights, Confidential Information and/or know-how developed by the Distributor for 
and/or on behalf of the Company or which are otherwise within the scope of this 
Agreement,  irrespective  of  the  ownership  of  such  Intellectual  Property  Rights.” 

Section 9.8 further gives Boyut a right of first offer to purchase the Logo and Design 
upon termination, which is naturally a provision that presupposes Boyut retains 
nothing if it does not buy. On the face of the Agreement, Boyut was a licensee of the 
logo, and its post-termination obligation is to stop.                     
But the doctrine also has temporal limits that matter here. A former licensee 
is estopped from contesting its licensor’s title on facts existing during the license, but 

may challenge that title on facts arising after the license ended. See Professional 
Golfers Ass’n of America v. Bankers Life & Cas. Co., 

514 F.2d 665, 671

 (5th Cir. 1975). 
Defendant’s asserted rights are said to predate the Agreement altogether. 
Plaintiff may well prevail on these waiver theories – but against Boyut. Under 
Turkish law. Every one of these clauses is an obligation of “the Company,” and the 
Company is not the Defendant before this Court. Plaintiff has not shown that Ultra 
Marine West is Boyut’s alter ego, its assignee, or otherwise bound by the Agreement, 

and Defendant’s whole position is that its United States use never depended on 
Plaintiff’s leave in the first place. Instead, that position rested on Boyut’s own senior 
American rights, exercised through a U.S. distributor since 2006. So Defendant 
persuasively argues that licensee estoppel binds a licensee; it does not bind a stranger 
to the license.                                                           
The waiver theory fares less well. Whatever body of law supplies the rule (the 
parties cite federal, Florida, and out-of-circuit authority without settling on one) the 
formulations converge. Waiver is the intentional relinquishment of a known right; it 

“requires the existence at the time of the alleged waiver of a right which may be 
waived, actual or constructive knowledge of that right, and the intention to relinquish 
that right”; and where waiver is to be implied from conduct, “the acts, conduct or 
circumstances relied upon to show waiver must make out a clear case.” Air Products 
& Chemicals, Inc. v. Louisiana Land & Exploration Co., 

867 F.2d 1376, 1379

 (11th 
Cir. 1989) (applying Florida law). The 2025 statements are neither a transfer of 

ownership nor clearly global in scope. Defendant characterizes them as limited to the 
European  Territory  and  to  a  commercial  rebrand  toward  “Ultra  Products,”  and 
Plaintiff itself concedes that Defendant “often characterized its statements as limited 
to Europe.” [D.E. 42 at 3 n.1]. Defendant also adds that the e-mail Plaintiff quotes for 
the words “solely yours now” went on to ask that Plaintiff’s signature block read 
“Exclusive distributor of ULTRA PRODUCTS FOR MARINE for Europe.” [D.E. 46 at 
3]. That characterization has contractual support, as the Territory is where Plaintiff’s 

rights  arose  and  extended  to.  And  these  statements  are  not  alone:  Defendant’s 
contemporaneous and later notices – in October 2025, December 2025, February 
2026,  and  March  2026  –  repeatedly  accused  Plaintiff  of  misusing  “the  Client 
Company’s trademarks” and of breaching the Agreement. A party does not ordinarily 
relinquish a right one month and assert it the next.                      
The  decisions  Plaintiff  collects  do  not  bridge  the  gap.  As  Plaintiff’s  own 
parentheticals describe them, they involve a written release of “any right which we 
might have” under a registration, a settlement agreement, a signed letter of consent 

given as a condition of a loan, an instruction to a counterparty to “do whatever it 
wanted” with disputed goods, and a post-demand statement that no suit would be 
filed. [D.E. 42 at 4 n.4]. Each is an express, targeted renunciation addressed to the 
very right later asserted. None is a marketing announcement about a rebrand. 
Whether ambiguous, context-bound statements of that kind amount to a knowing 
waiver of senior rights in a market the statements may not even have addressed is a 

quintessential fact question, unfit for resolution on a preliminary record. Defendant 
adds that its continued, if residual, use of the marks in the United States is itself 
inconsistent with any intent to relinquish them. [D.E. 46 at 4]. Plaintiff calls that 
same use the deception that prompted this suit. Which characterization is right is 
exactly what a developed record will show.                                
Equitable estoppel is a distinct theory, and it fails at this stage for a distinct 
reason.  The  doctrine  requires  “(1)  words,  acts,  conduct  or  acquiescence  causing 

another to believe in the existence of a certain state of things; (2) wilfulness or 
negligence with regard to the acts, conduct or acquiescence; and (3) detrimental 
reliance  by  the  other  party  upon  the  state  of  things  so  indicated.”  Bokum  v. 
Commissioner, 

992 F.2d 1136, 1141

 (11th Cir. 1993) (quoting United States v. Aetna 
Ins. Co., 

923 F.2d 1521, 1526

 (11th Cir. 1991)). The reliance Plaintiff describes is its 
decision, after the 2025 statements, to intensify its pursuit of Sea Ray and to build a 
United States subsidiary around the ULTRA MARINE mark. [D.E. 42 at 5]. Two 
problems with that are present in this record. The first is that the reliance Plaintiff 
claims is reliance on a belief that it could expand into the United States, the one 

market Section 2.1 forbade it to commercialize while the Agreement subsisted, and 
the Agreement subsisted, on Plaintiff’s own account, until March 2026. [D.E. 46 at 5]. 
Reliance on a counterparty’s statements to do what one’s own contract forbids is an 
unpromising foundation for an equitable claim.                            
The second is knowledge. The first element of the doctrine is a belief induced 
by another’s conduct, and one cannot be induced to believe what one knows to be 

untrue. Defendant’s evidence, which includes 2022 invoice bearing the mark, and 
testimony placing Mr. Mašín at Defendant’s Fort Lauderdale premises in or about 
2020, is offered to show that Plaintiff knew of Defendant’s American use throughout. 
[D.E. 46 at 4–5]. Plaintiff’s answer is that it was “duped” in 2025 into believing that 
use had ended. [D.E. 42 at 6]. That may be so. But a claim that one was misled about 
the cessation of a known use is a fact question about what was said, meant, and 
reasonably understood, on which the parties’ accounts diverge completely. It is not 

the clear entitlement a preliminary injunction requires.                  
In fairness to Plaintiff, several threads cut its way. Plaintiff holds the only 
currently live U.S. registration, while Defendant’s Ultra Marine West registration 
was  cancelled  in  2022.  And  again  section  9.8  is  a  written  acknowledgment  of 
Plaintiff’s ownership of the logo and a genuine licensee-estoppel hook against Boyut. 
The 2025 “solely yours now” statements could certainly support Plaintiff’s theories.  
That said, the case is contested, and courts confronting contests of this kind 
have resolved them after development of the record, not before it. In Open Sea, for 
instance, the court denied summary judgment to both sides on ownership, first use, 

and implied license, on a record far more developed than this one. 692 F. Supp. 3d at 
1192-96. Watec reached its answer only after a jury trial. I.M. Wilson reached its 
answer, twice, only after declining to reach it on a preliminary record. None of these 
threads  converts  a  contested,  fact-intensive  record  into  the  clear  showing  a 
preliminary injunction requires. They are reasons to try the case. They are not 
reasons to grant extraordinary interim relief. On the first factor, Plaintiff has not 

carried its burden, and that failure alone requires denial. See also Shenzhen, 574 F. 
Supp. 3d at 1216, 1245 (resolved ownership only on cross-motions for summary 
judgment, after “years of discovery across multiple lawsuits,” on a record the court 
needed “some 78 pages to unpack,” and it still reserved other questions for trial). 
In sum, the Plaintiff’s road to success on its trademark and copyright theorfies 
has many twists and turns, along with several contractual obstacles. Plaintiff may 
ultimately prevail, but it will have to develop a meaningful and compelling record to 

undermine  the  manufacturer’s  presumption  and  Defendant’s  defenses.  Having 
reviewed the evidence amassed in this abbreviated proceeding, the Court sees no way 
in which it can make a finding at this stage that Plaintiff has a likelihood of success 
on all these issues. Frankly, after hearing the testimony of both sides’ principals, 
Defendant’s defenses are more persuasive. So for all these reasons the Court finds 
that Plaintiff has failed to satisfy the first key requirement for injunctive relief at this 
stage.                                                                    
B.   Plaintiff Has Not Shown Irreparable Harm                        

The  Court  could  end  there  given  the  failure  to  satisfy  the  first  essential 
element. But we proceed to also tackle the irreparable harm question because it 
furnishes a second and independent ground for denial.                     
Irreparable harm is the “sine qua non of injunctive relief.” Siegel, 

234 F.3d at 1176

 (quoting Northeastern Fla. Chapter of Ass’n of Gen. Contractors v. City of 
Jacksonville, 

896 F.2d 1283, 1285

 (11th Cir. 1990)).  Thus, even when movants 

establish a likelihood of success on the merits, the absence of a substantial likelihood 
of  irreparable  injury  would,  standing  alone,  make  preliminary  injunctive  relief 
improper.  See Siegel, 

234 F.3d at 1176

 (citing Snook v. Trust Co. Of Georgia Bank of 
Savannah, N.A., 

909 F.2d 480, 486

 (11th Cir. 1990) (affirming denial of a preliminary 
injunction  even  though  plaintiff  established  a  likelihood  of  prevailing  because 
plaintiff failed to meet the burden of proving irreparable injury)); see also United 
States v. Lambert, 

695 F.2d 536, 540

 (11th Cir. 1983) (affirming denial of preliminary 

injunction and stating that a plaintiff’s “success in establishing a likelihood it will 
prevail on the merits does not obviate the necessity to show irreparable harm”). 
Under 

15 U.S.C. § 1116

(a), as amended by the Trademark Modernization Act 
of 2020, a trademark plaintiff who has shown a likelihood of success is entitled to a 
rebuttable presumption of irreparable harm. The presumption is rebuttable, and on 
this  record  it  is  rebutted.  The  analysis  that  follows  assumes  the  presumption’s 
availability, as other courts have done in materially similar circumstances. See 
BeatStars, Inc. v. Space Ape Ltd., 

624 F. Supp. 3d 681

, 687–88 (W.D. Tex. 2022) 
(“Assuming without deciding that BeatStars could establish a likelihood of success on 

the merits, its own actions rebut the presumption of irreparable harm . . . .”). 
Irreparable harm must also be imminent, not historical. A plaintiff who has 
long known of the conduct it now calls an emergency undercuts its own claim of 
urgency: the very delay in seeking relief tends to show that the threatened injury is 
not the kind that cannot await trial. The Eleventh Circuit has consistently treated 
undue delay as a basis for finding no irreparable harm. See Wreal, 

840 F.3d at 1248

 

(unexplained  five-month  delay  “by  itself,  fatally  undermined  any  showing  of 
irreparable injury”); All Care Nursing Serv., Inc. v. Bethesda Mem’l Hosp., Inc., 

887 F.2d 1535, 1539

 (11th Cir. 1989). The leading commentator reinforces the point: 
“Delay in seeking a preliminary injunction tends to neutralize any presumption that 
infringement  alone  will  cause  irreparable  harm  pending  trial.”  5  McCarthy  on 
Trademarks and Unfair Competition § 30:48.50, quoted in BeatStars, 624 F. Supp. 
3d at 687.                                                                

One can delay in filing a motion for an injunction after litigation has been 
ongoing for some time, but that is not the problem here. Instead, the other form of 
delay that affects the irreparable harm analysis is the delay in filing the action itself 
after discovering infringing activity. See, e.g., High Tech Med. Instrumentation, Inc. 
v. New Image Indus., Inc., 

49 F.3d 1551, 1557

 (Fed. Cir. 1995) (reversing grant of 
preliminary injunction in part because presumption of irreparable harm rebutted by 
seventeen-month delay in filing the action after patent in suit was reexamined and 
plaintiff was aware of defendant’s alleged infringement); Apple, Inc. v. Samsung 
Elecs. Co., 

678 F.3d 1314, 1325

 (Fed. Cir. 2012) (“[D]elay in bringing an infringement 

action and seeking a preliminary injunction are factors that could suggest that the 
patentee is not irreparably harmed by the infringement.”); Novus Franchising, Inc. 
v.  Dawson,  

725 F.3d 885, 895

  (8th  Cir.  2013)  (affirming  denial  of  preliminary 
injunction because plaintiff's “failure to seek injunctive relief [by filing the action] for 
a period of seventeen months . . . vitiates much of the force of [its] allegations of 
irreparable harm”); Garcia v. Google, Inc., 

786 F.3d 733, 746

 (9th Cir. 2015) (en banc) 

(reversing grant of preliminary injunction in copyright infringement action where 
plaintiff who waited five months after a YouTube video was posted to seek to enjoin 
Google to take it down had not demonstrated irreparable harm); Citibank, N.A. v. 
Citytrust, 

756 F.2d 273, 276

, 

225 USPQ 708, 711

 (2d Cir. 1985) (reversing grant of 
preliminary injunction in trademark infringement in part where nine-month delay in 
filing the action undercut claim of irreparable harm) (“Although a particular period 
of delay may not rise to the level of laches and thereby bar a permanent injunction, 

it may still indicate an absence of the kind of irreparable harm required to support a 
preliminary injunction.”).                                                
Here the delay is measured not in months but in years. Defendant’s evidence 
shows that Plaintiff’s principal knew of Defendant’s United States use of the very 
stylized mark long before suit: an invoice from Defendant to Mašín in late 2022 that 
displayed the mark, a visit by Mašín to Defendant’s Fort Lauderdale premises in or 
about 2020, and a course of use that went unobjected-to for roughly a decade. [D.E. 
46 at 2, 4-6]. Courts have found far shorter delays fatal. See, e.g., Wreal, 

840 F.3d at 1248

 (five months); BeatStars, 624 F. Supp. 3d at 688–89 (nine months; collecting 

cases denying relief for delays of five to eighteen months); Northern Trust Corp. v. 
Carl Domino, Inc., No. 05-80678-CIV, 

2006 WL 8433639

, at 9-11 (S.D. Fla. Mar. 13, 
2006) (nine-month delay between first knowledge of the infringing activity and the 
pursuit of preliminary relief “clearly undercuts” the claim of irreparable harm and 
overcomes any presumption of it), adopted, 

2006 WL 8433658

 (S.D. Fla. Apr. 14, 
2006).                                                                    

Plaintiff’s counter on this issue is that Defendant’s use was licensed until 
Boyut terminated the Agreement on March 18, 2026, and that a party has no need to 
object to a use it has authorized. The principle is sound, and Section 9.8(iii) certainly 
supports a finding that a license existed. But the license argument is not dispositive. 
The Section 9.8 license ran to Boyut, not to Ultra Marine West. It covered the Logo 
and Design, not the ULTRA family, which section 9.8 assigns to Boyut outright. And 
the Agreement in which it sits is bounded by a Territory that excludes the United 

States.  Plaintiff  therefore  had  every  occasion  to  object  to  American  use  by  an 
American company, because nothing in the Agreement authorized it. A movant 
cannot explain away a decade of silence by pointing to a license that does not cover 
the conduct or the party at issue. (There is of course the possibility that it did not 
believe it was entitled to claim any ownership of marks for U.S. commerce, at least 
until it had a falling out with the manufacturer. Either way, the case for irreparable 
harm fails).                                                              
Defendant’s position is more persuasive. Defendant does not say it used the 

marks by Plaintiff’s leave. It says it never needed Plaintiff’s leave, i.e., that its U.S. 
use rested on Boyut’s own senior rights, exercised through a U.S. distributor since 
2006. If that is right, Plaintiff’s silence was not a licensor’s forbearance; it was a 
stranger’s acquiescence.                                                  
Plaintiff’s principal explanation for the delay, however, is not the license but 
the lull. Plaintiff says that Defendant’s 2025 assurances that ULTRA MARINE was 

“solely yours now” relieved it of any need to sue; that those assurances continued into 
January 2026; and that it moved within weeks once it discovered, at the February 
2026 Miami Boat Show, that Defendant was still using the mark. [D.E. 42 at 5–6].  
Admittedly, delay is not necessarily fatal, and a court must consider the 
movant’s explanation for it. Wreal, 

840 F.3d at 1248

. But this explanation has a 
chronological gap at its center. The lull, on Plaintiff’s own telling, began in January 
2025. Defendant’s use of the mark in the United States (including the invoice sent to 

Mr. Mašín and the Fort Lauderdale operation he personally visited) dates from years 
before. Statements made in 2025 cannot explain silence in 2020, 2022, 2023, or 2024. 
And Plaintiff itself concedes that Defendant “often characterized its statements as 
limited to Europe.” [D.E. 42 at 3 n.1]. Assurances about Europe are an odd foundation 
for a belief that American use had ceased.                                
Plaintiff’s own authority makes the point. In Western Sizzlin Corp. v. Pinnacle 
Business Partners, LLC, No. 6:10-cv-1452, 

2011 WL 5878043

 (M.D. Fla. Nov. 23, 
2011), that Plaintiff relies on for the proposition that assurances of reform can excuse 

delay, the court rejected exactly that argument. A defendant’s assurance that it would 
change an infringing sign “could in theory ‘lull’ a party into delaying the filing of suit 
for the length of time needed to change—or at least remove—the sign, perhaps a few 
weeks,” but “would not be enough to lull a party into delaying for more than forty-
eight months,” particularly where nothing “prevented the Plaintiff from visiting the 
restaurant, or even just driving by it, to see if the sign had been changed.” Id. at *3. 

Nothing prevented Plaintiff from doing the equivalent here. Defendant’s premises are 
in Fort Lauderdale, Plaintiff’s principal had been there, and Plaintiff’s own account 
is that a single visit to a Miami trade show in February 2026 revealed everything it 
needed to know.                                                           
Nor does the explanation improve on closer inspection of what Plaintiff says it 
learned in February 2026. On Plaintiff’s account, what it discovered at the Miami 
Boat Show was that Defendant continued to use marks Defendant had said it was 

leaving behind. Defendant’s account is that the rebrand to ULTRA PRODUCTS was 
real but incomplete, with “some residual uses remaining due to unexpected delays.” 
[D.E.  46  at  5].  If  Defendant  is  right,  the  conduct  Plaintiff  seeks  to  enjoin  is  a 
diminishing remnant of a use Plaintiff tolerated for years. If Plaintiff is right, it was 
deceived, and its remedy for deception lies in damages and in the equitable doctrines 
it may press at trial. On neither account is the harm of a kind that could not have 
been raised years earlier, or that cannot await final judgment.           
The remaining decisions Plaintiff cites for the proposition that a defendant’s 

assurances can excuse delay address, as Plaintiff describes them, whether a claim is 
barred by laches or limitations. [D.E. 42 at 6 & n.6]. But they do not speak to the 
different question whether the extraordinary remedy of interim relief is warranted. 
Defendant, for its part, frames part of its argument in the language of laches as well. 
[D.E. 46 at 6]. The Court does not decide whether laches bars anything. It decides 
only that “a particular period of delay [that] may not rise to the level of laches” may 

“still indicate an absence of the kind of irreparable harm required to support a 
preliminary injunction,” Citibank, 

756 F.2d at 276

, and that this one does. 
The  chronology  further  compounds  the  problem.  Boyut  terminated  the 
Agreement for cause on March 18, 2026. Plaintiff filed this suit five days later, on 
March 23, and sent its ownership-and-rejection notice the day after that, on March 
24. That sequence is consistent with a response to being terminated rather than a 
response to some newly discovered, urgent threat to Plaintiff’s mark. And among the 

grounds Boyut invoked was Plaintiff’s filing of United States trademark applications 
“during the continuation of the distributorship relationship.” Notice of Termination 
¶ 6. A preliminary injunction is not designed to be a strategic counter-move in what 
is primarily a contract dispute. And even if it was, it has to be timely presented so 
that the showing of irreparable harm is palpable, not tenuous.            
Two further considerations bolster this conclusion. First, much of the injury 
Plaintiff asserts (lost sales, lost margin on a distribution business) is the sort of harm 
that money damages can repair. Harm that can be remedied by a later money 

judgment is, by definition, not irreparable. Second, Plaintiff’s most vivid accusation 
— that Defendant was “caught switching logos,” swapping its booth backdrops at the 
Palm Beach show as if to hide a guilty mark — loses much of its force on the full 
record. Defendant offered a credible explanation: the new “ULTRA PRODUCTS” 
backdrops  were  ordered  in  advance,  arrived  late  on  March  23,  2026,  and  were 
installed before the show opened to the public, not in guilty reaction to service of 

process. The Court heard testimony on this point and found that explanation credible. 
There is an additional feature of that episode worth noting, because it bears on 
the fit between the harm Plaintiff describes and the relief Plaintiff seeks. The conduct 
Plaintiff calls its clearest evidence of irreparable injury is Defendant’s move away 
from  the  contested  marks  and  toward  “ULTRA  PRODUCTS.”  An  injunction 
forbidding Defendant to use the contested marks would not redress a harm arising 
from Defendant’s choice to cease using them. We need not rest on the point, and so 

no  independent  causation  requirement  is  being  adopted.  But  the  observation 
reinforces what the delay analysis already establishes.                   
It is also true that any plausible claim of infringement carries with it the real 
threat  of  irreparable  harm.  As  the  Eleventh  Circuit  recently  found  in  Deltona 
Transformer Corp. v. The NOCO Co., No. 24-13590, at 40 (11th Cir. Aug. 4, 2026), 
“infringement by its nature causes irreparable harm,” quoting Tally-Ho, Inc., 

889 F.2d at 1029

). Read broadly, that sentence would make irreparable harm automatic 
in every trademark case.                                                  
But  it  does  not  bear  that  reading  here,  for  two  reasons.  The  proposition 

presupposes infringement. Tally-Ho tells a court what follows once a violation is 
shown; it does not tell a court that a violation has been shown. And Deltona applied 
it in the posture of a permanent injunction, after a jury verdict, under the four-factor 
standard of eBay Inc. v. MercExchange, L.L.C., 

547 U.S. 388, 391

 (2006). A rule that 
describes the consequence of adjudicated infringement cannot substitute for the 
showing  of  likely  infringement  that  Rule  65  demands  at  the  threshold.  And  in 

particular here, “[t]he statutory presumption does not mean that a trademark owner 
is automatically entitled to a preliminary injunction. . . . For example, delay in moving 
for a preliminary injunction is often cited as a reason for denying a preliminary 
injunction.” 5 McCarthy § 30:47, quoted in BeatStars, 624 F. Supp. 3d at 687. 
Contrast this case with another one in this district that granted a preliminary 
injunction on this same framework, Frumar Agri Foods (P) Ltd. v. RRK Foods Inc., 

2025 WL 2408431

 (S.D. Fla. Aug. 18, 2025). There the court held the § 1116(a) 

presumption applicable, held that “a sufficiently strong showing of likelihood of 
confusion . . . may by itself constitute a showing of a substantial threat of irreparable 
harm,” citing McDonald’s Corp., 

147 F.3d at 1310

, and held loss of reputation, 
goodwill, and quality control gave rise to irreparable harm, citing Ferrellgas Partners, 
L.P. v. Barrow, 

143 F. App’x 180, 190-91

 (11th Cir. 2005).                
Four differences separate that case from this one. The movant in Frumar was 
the  manufacturer,  and  the  presumptions  that  carried  the  day  there  ran  in  the 
manufacturer’s  favor.  Here  the  movant  is  the  distributor  and  clearly  not  the 

manufacturer with whom it had an agreement that did not include the U.S. market. 
Delay played no part in Frumar. And McDonald’s and Ferrellgas describe what kind 
of harm counts as irreparable rather than what happens when a movant sits on its 
claim for years. Further, uncontested likelihood of confusion was at the forefront in 
Frumar; the dispute here is not about confusion at all, but about ownership that is 
very much contested.                                                      

The Court notes as well that in Open Sea, the manufacturer-side plaintiffs 
were themselves denied a preliminary injunction for failure to show “imminent 
irreparable harm,” and the case then proved incapable of resolution even at summary 
judgment. 692 F. Supp. 3d at 1170. Similarly, this Plaintiff has not shown a likelihood 
of irreparable harm. That independent failure is a second and sufficient ground for 
denial.                                                                   
Given that the first two lynchpins for injunctive relief have not been sustained, 

we need not elaborate on the remaining factors in the analysis. But we note only that 
with Defendant claiming roughly two decades of ULTRA-brand goodwill and a long-
established U.S. distribution business, the broad injunction Plaintiff requests would 
inflict concrete harm on a party that, on this record, appears to be the senior user, 
while Plaintiff’s countervailing harm is largely compensable in damages. The balance 
of hardships would thus seemingly tilt in Defendant’s favor as well.      
The public interest points the same way, and for a reason particular to disputes 
of this kind. Where a single mark is split between a foreign manufacturer and a 
national distributor, the public risk is not that the wrong party will prevail but that 

purchasers will get something other than what the mark has taught them to expect. 
The court in I.M. Wilson identified the problem precisely: “split ownership of the 
trademark and associated products” meant that “people are expecting to purchase 
Russian-made ballet items when they purchase GRISHKO products and are instead 
purchasing whatever products I.M. Wilson is now selling to which it simply affixes 
the  name  ‘GRISHKO,’”  and  the  distributor’s  assurance  that  it  could  “put  the 

GRISHKO trademark on any type of goods it wishes because it owns the mark” was 
“a somewhat troubling assertion.” 397 F. Supp. 3d at 744-45. Boyut has stopped 
supplying Plaintiff. An injunction awarding Plaintiff the exclusive United States use 
of a mark that American purchasers associate with Turkish-manufactured Boyut 
anchors would present the same difficulty.                                
We need not go further on this motion. And we certainly do not foretell what 
will happen when further factual development takes place and the case is litigated to 

a more record-based conclusion. For now, we only find that injunctive relief should 
not be entertained given the complex and hotly debated issues in this international 
case, from which we cannot find that Plaintiff will most likely succeed on the merits, 
or that Plaintiff has shown irreparable harm under the circumstances. A preliminary 
injunction is a remedy of equity, reserved for the party whose right is clear and whose 
injury cannot wait. Plaintiff may yet prove its case. But it has not shown, on this 
record, that it is likely to win or that it will suffer irreparable harm in the meantime. 
And without those showings, an injunction cannot lie.                     


                   IV.  CONCLUSION                                   
For the foregoing reasons, Plaintiff’s Motion for Preliminary Injunction [D.E. 
6] is DENIED.1                                                            
DONE AND ORDERED in Chambers at Miami, Florida this 21st day of      
September, 2026.                                                          


                              /s/ Edwin G. Torres                              
                              EDWIN G. TORRES                        
                              United States Magistrate Judge         










1 The motion is adjudicated by Order as no dispositive relief is being proposed and for 
administrative purposes. If any party seeks to object to or appeal the Court’s findings 
on the motion, the Court reserves the party’s right to seek de novo review under Local 
Rule 4(a), and in which case the District Judge shall treat the Order as a Report and 
Recommendation.