letter-client-closing-summary.docx

1011-00003 · Waypoint Capital Partners · Correspondence/Client

letter-client-closing-summary.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1251 Avenue of the Americas, 40th Floor New York, New York 10020 Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com

May 30, 2023

Thomas R. Hennessy, Esq. General Counsel Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016

Re: Matter Closing Summary and Ongoing Obligations — Meridian Consumer Brands LLC v. Brindoval Home Goods Inc. United States District Court, Southern District of New York, Case No. 1:22-cv-09483 Trademark Trial and Appeal Board, Opposition No. 91/278,415 C&H Matter No. 1011-00003

Dear Tom:

1. Purpose and Overview

We write to confirm the successful conclusion of the trademark infringement and coexistence dispute between our client, Meridian Consumer Brands LLC ("MCB"), and Brindoval Home Goods Inc. ("Brindoval"). As you know, Calderwood & Harkness LLP ("C&H" or the "Firm") opened this matter on September 26, 2022, following the identification of Brindoval's infringing use of the "MERIDIAN FRESH" mark and associated trade dress in connection with household cleaning products. We are pleased to report that, as of today, May 30, 2023, all litigation and administrative proceedings arising from this dispute have been resolved, the negotiated settlement has been fully funded, and the escrow proceeds have been released to MCB.

The purpose of this letter is threefold. First, we provide a comprehensive summary of the closing events, including the dismissal of the federal court action, the withdrawal of the Trademark Trial and Appeal Board ("TTAB") opposition, and the release of the settlement payment from escrow. Second, we report the financial outcome of the matter, detailing the settlement recovery, total matter costs, and net recovery to MCB. Third, and of critical importance on a go-forward basis, we outline MCB's ongoing obligations and recommended compliance actions arising under the Trademark Coexistence Agreement that was executed by the parties on May 15, 2023 (the "Coexistence Agreement"). We encourage you and your team to review this letter carefully, as the Coexistence Agreement imposes a number of affirmative monitoring and review obligations on MCB that will require attention over the coming months and on a recurring basis thereafter.

This letter also includes a procedural history of the matter for your records. We have enclosed copies of the key closing documents referenced herein.

2. Summary of Closing Events

2.1 Court Dismissal — S.D.N.Y.

On May 22, 2023, the parties filed a Joint Stipulation of Dismissal with Prejudice in the United States District Court for the Southern District of New York in the matter styled Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, before the Honorable Patricia M. Albright, United States District Judge. The Joint Stipulation was executed by Alan Ngo of Calderwood & Harkness LLP on behalf of MCB, as plaintiff, and by Gregory T. Halverson of Halverson McKay & Pruitt LLP on behalf of Brindoval, as defendant and counterclaimant.

Pursuant to the Joint Stipulation, all claims asserted by MCB against Brindoval — including federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1); false designation of origin and unfair competition under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); and trademark dilution under New York General Business Law § 360-l — were dismissed with prejudice. In addition, Brindoval's counterclaim seeking a declaratory judgment of non-infringement was likewise dismissed with prejudice. The stipulation provides that each party shall bear its own costs and attorneys' fees, except as otherwise provided in the Coexistence Agreement.

The Court entered the Order of Dismissal with Prejudice today, May 30, 2023. A filed-stamped copy of the Order is enclosed with this letter. Importantly, the Court has retained jurisdiction solely for the purpose of enforcing the terms of the parties' settlement, which affords MCB a federal forum in the event that Brindoval breaches its obligations under the Coexistence Agreement and enforcement proceedings become necessary.

2.2 TTAB Opposition Withdrawal

Concurrent with the filing of the Joint Stipulation in the district court action, on May 22, 2023, MCB withdrew its Notice of Opposition (TTAB Opposition No. 91/278,415) against Brindoval's pending trademark application, Serial No. 97/412,558, for the mark MERIDIAN FRESH in International Class 3 (household cleaning preparations). The withdrawal was filed with the written consent of Brindoval, as required by TTAB procedure following the commencement of proceedings.

The withdrawal of the opposition is contingent upon, and was coordinated with, Brindoval's obligation under the Coexistence Agreement to amend its pending application to reflect the modified mark "BRINDOVAL MERIDIAN FRESH" and to include the agreed-upon description-of-goods limitations. As discussed in greater detail in Section 4.7 below, MCB should monitor the status of this application amendment to ensure Brindoval's timely compliance.

2.3 Settlement Payment — Escrow Release

Pursuant to the terms of the Escrow Agreement dated May 15, 2023, among MCB, Brindoval, and Dralvecen National Bank, as escrow agent (Patricia Dolan, Escrow Officer; located at 60 East 42nd Street, New York, New York 10165), Brindoval deposited the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) into escrow within ten (10) business days of the execution of the Coexistence Agreement and the Escrow Agreement. The escrow was established to ensure that the settlement funds would be available and released to MCB promptly upon entry of the Court's Order of Dismissal.

Today, May 30, 2023, upon entry of the Order of Dismissal with Prejudice by Judge Albright, Calderwood & Harkness transmitted escrow release instructions to Dralvecen National Bank, accompanied by a certified copy of the filed-stamped Order. We have confirmed with Ms. Dolan that the full settlement amount of $1,350,000 has been released from escrow and wired to MCB's designated bank account in accordance with the wire instructions previously provided by your office. A copy of the escrow release confirmation from Dralvecen National Bank is enclosed herewith. We recommend that you confirm receipt of the wire with MCB's finance department at your earliest convenience.

3. Financial Summary

Set forth below is a summary of the financial outcome of this matter, including the settlement recovery, a detailed breakdown of total matter costs, and the resulting net recovery to MCB.

3.1 Settlement Recovery

MCB has received a one-time, lump-sum settlement payment from Brindoval in the amount of $1,350,000. This payment was funded through the escrow mechanism described above and has been released to MCB's designated account as of today's date. No additional monetary payments are owed by Brindoval under the terms of the Coexistence Agreement, although the Agreement does provide for liquidated damages in the event of certain specified breaches, as described in Section 4.8 below.

3.2 Total Matter Costs

The total costs incurred in connection with the prosecution and resolution of this matter are as follows:

Attorney Fees — Calderwood & Harkness LLP: $618,750

The attorney fees reflect the full scope of work performed throughout the life of the matter, including pre-litigation investigation and the cease-and-desist correspondence; preparation and prosecution of the TTAB opposition; drafting and filing of the federal court complaint, the motion for preliminary injunction, and supporting declarations; discovery and case management; the mediation before Judge Novotny; and the negotiation and drafting of the definitive Coexistence Agreement, the Escrow Agreement, and all closing documents. A detailed final invoice is enclosed for your records.

Expert Fees — Lakeshore Brand Consulting LLC (Dr. Elaine Furman): $87,500

Dr. Furman's fees encompass the design and execution of a consumer confusion survey (612 respondents; 31.4% net confusion rate), preparation of an expert declaration in support of MCB's motion for a preliminary injunction, and related consulting services throughout the matter.

Mediation Fees — Novotny ADR Services LLC: $12,500

This amount represents MCB's share (50%) of the total mediation fee of $25,000 charged by Novotny ADR Services LLC for the court-ordered mediation session conducted on February 15, 2023, before retired Judge Harold K. Novotny.

Filing Fees and Service Costs: $2,840

This amount covers all filing fees paid to the United States District Court for the Southern District of New York and to the Trademark Trial and Appeal Board, as well as process service fees incurred in connection with service of the Complaint and Summons upon Brindoval.

Total Matter Costs: $721,590

3.3 Net Recovery

The net financial recovery to MCB is summarized as follows:

We note that, in addition to the monetary recovery set forth above, MCB has obtained substantial prospective brand-protection value through the restrictive covenants and coexistence limitations imposed on Brindoval under the Coexistence Agreement. These restrictions — including the mandatory rebranding, the channel and product-category limitations, the trade dress prohibitions, and the non-challenge covenant — collectively represent a significant and enduring safeguard for the MERIDIAN trademark portfolio. As you and Sandra Kwan have previously indicated, MCB's management has deemed this non-monetary component of the resolution to be strategically significant to the long-term positioning and integrity of the MERIDIAN brand family.

4. Summary of Key Coexistence Agreement Terms

For ease of reference in connection with the ongoing obligations discussed in Section 5 below, we provide a brief recapitulation of the principal terms of the Trademark Coexistence Agreement executed on May 15, 2023. This summary is intended as a convenient reference only and is not a substitute for the full text of the Agreement, a fully executed copy of which is enclosed.

4.1 Mark Modification

Under the Coexistence Agreement, Brindoval is required to rebrand from the standalone "MERIDIAN FRESH" mark to the modified composite mark "BRINDOVAL MERIDIAN FRESH." Pursuant to Section 3.1(b) of the Agreement, the word "BRINDOVAL" must appear in no less than seventy-five percent (75%) of the type size used for "MERIDIAN FRESH" in all uses of the modified mark, ensuring that the Brindoval house mark is prominently displayed and that consumers are able to readily distinguish the source of Brindoval's goods from those of MCB. Brindoval's deadline to complete all rebranding across its products, packaging, signage, marketing materials, and digital properties is 120 days from the date of execution — that is, September 12, 2023.

4.2 Channel Restrictions

Brindoval's use of the modified mark "BRINDOVAL MERIDIAN FRESH" is strictly limited to two distribution channels: (a) Brindoval-branded retail stores, which currently comprise approximately 148 locations across twelve (12) Midwestern and Mountain West states; and (b) Brindoval's own e-commerce platform, located at www.crestviewhomegoods.com. Use of the modified mark on any third-party retail platform — including, without limitation, Amazon, Walmart.com, Adriatic Corporation, or any other online marketplace — is expressly prohibited. Similarly, use in wholesale distribution channels, including sales to independent retailers or distributors, is prohibited.

4.3 Product-Category Restrictions

Brindoval may use the modified mark only in connection with household cleaning products classified under International Class 3. The Coexistence Agreement expressly prohibits Brindoval from expanding into personal care products, home fragrance products, or laundry detergent products under any mark incorporating the word "MERIDIAN," whether alone or in combination with other terms. This restriction is intended to prevent Brindoval from encroaching upon MCB's core product categories or creating consumer confusion in adjacent market segments.

4.4 Trade Dress

Under the Coexistence Agreement, Brindoval must permanently discontinue the teal-and-white color scheme and the wave device that were the subject of MCB's trade dress infringement claims and the Court's preliminary injunction order dated January 9, 2023. Before adopting any replacement trade dress for products bearing the modified mark, Brindoval is required to submit the proposed trade dress to MCB for review (though not formal approval) at least thirty (30) days before any commercial use. This review period affords MCB a meaningful opportunity to evaluate the proposed trade dress and to raise written objections if the proposed elements create a risk of confusion with MCB's existing packaging, color schemes, or design elements.

4.5 Quality Monitoring

The Coexistence Agreement includes provisions granting MCB the right to monitor the quality of Brindoval's products bearing the modified mark. Specifically, Brindoval is required to provide MCB with product samples on an annual basis. In addition, MCB is entitled to conduct one (1) quality inspection per calendar year at Brindoval's manufacturing or distribution facilities, upon reasonable advance notice. These provisions serve to protect the integrity of the MERIDIAN mark family and to provide MCB with an ongoing mechanism for verifying that Brindoval's products do not diminish the goodwill associated with the MERIDIAN brand.

4.6 Non-Challenge Covenant

Brindoval has covenanted not to challenge, directly or indirectly, the validity or enforceability of MCB's existing trademark registrations, specifically: U.S. Registration No. 4,218,506 for the mark MERIDIAN; U.S. Registration No. 5,034,771 for the mark MERIDIAN CLEAN; and U.S. Registration No. 5,589,320 for the MERIDIAN stylized logo with wave device. This non-challenge covenant provides MCB with certainty regarding the unchallenged status of its core trademark registrations and eliminates the risk of Brindoval initiating cancellation proceedings or raising invalidity defenses in future disputes.

4.7 Amendment to Brindoval's Application

Brindoval is required to amend its pending trademark application, Serial No. 97/412,558, currently on file with the United States Patent and Trademark Office ("USPTO"), to reflect the modified mark "BRINDOVAL MERIDIAN FRESH" and to include a description of goods limited to "household cleaning preparations sold exclusively through Brindoval-branded retail and e-commerce channels." The amendment must be filed with the USPTO in accordance with the timeline set forth in the Coexistence Agreement. MCB's withdrawal of its TTAB opposition was expressly conditioned upon Brindoval's fulfillment of this amendment obligation.

4.8 Liquidated Damages

The Coexistence Agreement includes a robust enforcement mechanism in the form of liquidated damages for specified breaches. Pursuant to Section 9.2 of the Agreement, any breach by Brindoval of the channel restrictions (Section 4.2 above) or the product-category restrictions (Section 4.3 above) shall entitle MCB to liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000) per occurrence, in addition to MCB's actual damages. The parties agreed that this liquidated damages provision reflects a reasonable estimate of the harm that MCB would suffer from such breaches, given the difficulty of precisely quantifying brand damage and marketplace confusion.

4.9 Governing Law and Term

The Coexistence Agreement is governed by the laws of the State of New York without regard to its conflicts-of-law principles. The Agreement is perpetual in term, remaining in full force and effect unless terminated by mutual written consent of the parties or by reason of a material breach. The perpetual nature of the Agreement provides MCB with lasting protection for the MERIDIAN trademark portfolio.

5. MCB's Ongoing Obligations and Recommended Actions

While the litigation and settlement proceedings are now concluded, the Coexistence Agreement imposes a number of ongoing obligations and affords MCB certain rights that require affirmative action and attention. Set forth below are the key areas in which MCB should take action in the near term and on a continuing basis, together with our recommendations.

5.1 Monitor Rebranding Compliance (Deadline: September 12, 2023)

The most immediate action item for MCB is to confirm that Brindoval completes its rebranding by the contractual deadline of September 12, 2023 — 120 days from the execution of the Coexistence Agreement. Specifically, MCB should verify that Brindoval has transitioned all products and packaging from "MERIDIAN FRESH" to "BRINDOVAL MERIDIAN FRESH" and that the modified mark as used in commerce complies with the 75% minimum type-size requirement for the word "BRINDOVAL" set forth in Section 3.1(b) of the Agreement.

We recommend that MCB's brand management team — and specifically Rachel Dominguez, Vice President of Brand Management — conduct in-store and online spot checks at a representative sample of Brindoval's retail locations and on www.crestviewhomegoods.com shortly after the September 12, 2023, deadline. In-store checks should focus on product packaging, shelf signage, and point-of-sale materials. Online checks should review product listings, banner graphics, and the use of the modified mark in meta-data and search terms. Any instances of non-compliance — including the continued use of the unmodified "MERIDIAN FRESH" mark or the use of "BRINDOVAL" in a type size below the contractual minimum — should be documented and reported to Calderwood & Harkness for assessment and, if warranted, formal notice to Brindoval.

5.2 Trade Dress Review Process

As noted in Section 4.4 above, Brindoval is required to submit its proposed replacement trade dress to MCB for review at least thirty (30) days before commercial use. Given the January 9, 2023, preliminary injunction requiring Brindoval to discontinue the teal-and-white color scheme and the wave device, Brindoval will need to develop and implement a new trade dress in connection with its rebranding, and MCB should therefore expect to receive a trade dress submission from Brindoval in the coming months.

We recommend that MCB designate a point person — we suggest Rachel Dominguez or a delegate within the brand management team — to receive and review trade-dress submissions promptly upon receipt. Any submission should be evaluated for potential similarities to MCB's existing packaging, color schemes, graphic elements, and overall commercial impression. If the proposed replacement trade dress raises concerns — for example, if it incorporates colors, design motifs, or graphic devices that could create a likelihood of confusion with MCB's products — MCB should raise written objections within the 30-day review window. We are available to assist with the evaluation of any trade-dress submissions and the preparation of formal objections if necessary.

5.3 Annual Quality Monitoring

The Coexistence Agreement entitles MCB to receive product samples from Brindoval on an annual basis and to conduct one quality inspection per calendar year at Brindoval's facilities. We recommend that MCB calendar these rights and exercise them consistently, beginning in the first quarter of 2024.

Specifically, we suggest that MCB request the first round of product samples from Brindoval in January 2024 and schedule the first on-site quality inspection at Brindoval's manufacturing or distribution facilities during Q1 2024. Product samples should be reviewed not only for quality consistency and conformance with industry standards, but also to confirm that all packaging complies with the modified-mark requirements and the trade-dress restrictions set forth in the Coexistence Agreement. Consistent exercise of these monitoring rights will demonstrate MCB's diligence in protecting the MERIDIAN mark and will position MCB favorably in the event that enforcement action becomes necessary in the future.

5.4 Channel and Product-Category Surveillance

Given the significance of the channel and product-category restrictions in the Coexistence Agreement — and the $500,000 per-occurrence liquidated damages provision that backstops those restrictions — we strongly recommend that MCB establish an ongoing monitoring program to detect any unauthorized use of "MERIDIAN FRESH" or "BRINDOVAL MERIDIAN FRESH" outside of the permitted channels and product categories.

In particular, MCB should conduct periodic surveillance of third-party online retail platforms, including Amazon, Walmart.com, Adriatic Corporation, and other major e-commerce marketplaces, to confirm that Brindoval is not offering products bearing the modified mark through those channels. MCB should also monitor wholesale distribution channels, trade publications, and industry databases for evidence of Brindoval distributing products bearing any mark incorporating "MERIDIAN" to independent retailers or distributors. Finally, MCB should monitor for any expansion by Brindoval into personal care, home fragrance, or laundry detergent products under marks incorporating "MERIDIAN."

MCB may wish to engage a third-party brand-monitoring service to conduct these sweeps on a systematic basis, or may elect to utilize internal resources within the brand management or legal teams. In either case, any detected breach should be promptly documented and reported to Calderwood & Harkness for evaluation, including an assessment of whether the breach warrants formal notice to Brindoval, the invocation of the liquidated damages provision under Section 9.2 of the Coexistence Agreement, and/or the initiation of enforcement proceedings in the Southern District of New York, where the Court has retained jurisdiction for that purpose.

5.5 Application Amendment Confirmation

MCB should confirm that Brindoval has complied with its obligation under the Coexistence Agreement to amend its pending trademark application, Serial No. 97/412,558, to reflect the modified mark "BRINDOVAL MERIDIAN FRESH" and the revised description of goods limited to household cleaning preparations sold exclusively through Brindoval-branded retail and e-commerce channels. The status of the application can be monitored through the USPTO's Trademark Status and Document Retrieval ("TSDR") system, accessible online at tsdr.uspto.gov.

We recommend that MCB monitor the application status periodically — at a minimum, on a monthly basis — until the amendment has been recorded and accepted by the USPTO. If the amendment is not filed within a reasonable period, or if the application as amended does not conform to the requirements of the Coexistence Agreement, MCB should notify Calderwood & Harkness so that we can follow up with Brindoval's counsel accordingly. MCB's withdrawal of the TTAB opposition was expressly contingent on this amendment, and failure by Brindoval to complete the amendment would constitute a breach of the Coexistence Agreement.

5.6 Internal Record-Keeping

Finally, we recommend that MCB maintain a complete and organized file of all documents related to this matter and the Coexistence Agreement, including the executed Coexistence Agreement, the Escrow Agreement, all Court filings and orders, the TTAB opposition and withdrawal filings, and all related correspondence. These documents will be essential references in the event of any future enforcement action, compliance dispute, or related trademark matter.

Calderwood & Harkness will retain the complete matter files in accordance with the Firm's document-retention policies. Copies of documents can be made available to MCB upon request. However, we recommend that MCB maintain its own independent files as a matter of best practice, particularly with respect to the ongoing monitoring and compliance obligations described above.

6. Procedural History

For completeness of the record, set forth below is a chronological summary of the key events in the prosecution and resolution of this matter:

• September 26, 2022: Matter opened at Calderwood & Harkness. Cease-and-desist letter sent to Brindoval Home Goods Inc. demanding cessation of use of the "MERIDIAN FRESH" mark and the teal-and-white trade dress with wave device in connection with household cleaning products.

• October 10, 2022: Halverson McKay & Pruitt LLP responds on behalf of Brindoval, denying infringement and asserting that "MERIDIAN FRESH" is sufficiently distinct from MCB's MERIDIAN marks.

• October 14, 2022: MCB files Notice of Opposition with the Trademark Trial and Appeal Board against Brindoval's pending trademark application, Serial No. 97/412,558, for MERIDIAN FRESH in International Class 3 (Opposition No. 91/278,415).

• November 7, 2022: MCB files Complaint in the United States District Court for the Southern District of New York, asserting claims for federal trademark infringement (15 U.S.C. §§ 1114(1), 1125(a)) and New York state trademark dilution (N.Y. Gen. Bus. Law § 360-l). Case assigned to the Honorable Patricia M. Albright (Case No. 1:22-cv-09483).

• November 18, 2022: MCB files Motion for Preliminary Injunction, supported by declarations of Rachel Dominguez (VP Brand Management, MCB) and Dr. Elaine Furman (Lakeshore Brand Consulting LLC), including Dr. Furman's consumer confusion survey results (612 respondents; 31.4% net confusion rate).

• December 5, 2022: Brindoval files Answer and Counterclaim for declaratory judgment of non-infringement.

• December 19, 2022: Court conducts hearing on MCB's Motion for Preliminary Injunction.

• January 9, 2023: Court issues Opinion and Order granting MCB's Motion for Preliminary Injunction in part. The Court orders Brindoval to modify its trade dress by removing the wave device and changing the teal-and-white color scheme within forty-five (45) days, finding that MCB demonstrated a likelihood of success on the merits of its trade dress claims and irreparable harm. The Court declines to enjoin Brindoval's use of the "MERIDIAN FRESH" word mark pending trial, finding that the balance of hardships weighed against a word-mark injunction at the preliminary stage.

• January 23, 2023: Parties exchange initial disclosures pursuant to Federal Rule of Civil Procedure 26(a)(1).

• February 15, 2023: Court-ordered mediation conducted before retired Judge Harold K. Novotny of Novotny ADR Services LLC. Framework term sheet reached at mediation, establishing the principal terms for a negotiated resolution of the dispute.

• March 6 – April 28, 2023: Parties negotiate the definitive Trademark Coexistence Agreement, including extensive discussions regarding the scope of mark modification, channel and product-category restrictions, trade dress requirements, quality monitoring rights, and the liquidated damages provisions.

• May 15, 2023: Trademark Coexistence Agreement executed by Thomas R. Hennessy on behalf of MCB and Karen A. Whitfield on behalf of Brindoval. Escrow Agreement executed concurrently among MCB, Brindoval, and Dralvecen National Bank.

• May 22, 2023: Joint Stipulation of Dismissal with Prejudice filed in S.D.N.Y. MCB withdraws Notice of Opposition before the TTAB (Opposition No. 91/278,415) with Brindoval's written consent.

• May 30, 2023: Court enters Order of Dismissal with Prejudice. Settlement payment of $1,350,000 released from escrow and wired to MCB's designated account. Matter closed.

7. Conclusion and Availability

Calderwood & Harkness is very pleased with the outcome achieved in this matter. The resolution secures both a meaningful monetary recovery of $1,350,000 — yielding a net recovery to MCB of $628,410 after all matter costs — and, equally important, long-term, comprehensive brand protection for the MERIDIAN trademark portfolio through the perpetual restrictions imposed by the Coexistence Agreement. The rebranding, channel, product-category, and trade dress restrictions will serve as durable safeguards against consumer confusion and brand dilution in the marketplace, and the liquidated damages provision provides a powerful deterrent against future violations by Brindoval.

The Firm remains fully available to assist MCB with any ongoing compliance monitoring, enforcement of the Coexistence Agreement, or any other trademark or intellectual property matters that may arise. Please note that any new engagement for enforcement of the Coexistence Agreement, or for related matters outside the scope of the now-closed matter, would be subject to a separate engagement agreement with the Firm.

Please do not hesitate to contact me directly at (212) 554-7218 or ango@calderwoodharkness.com, or to contact Christy Bauer at (212) 554-7342 or cbauer@calderwoodharkness.com, with any questions regarding the contents of this letter, MCB's ongoing obligations, or any other matter in which we may be of assistance.

On behalf of the entire Calderwood & Harkness team, we extend our sincere gratitude for the trust and confidence that you, Sandra, Rachel, and the entire MCB team have placed in the Firm throughout this engagement. It has been a privilege to represent Meridian Consumer Brands in this important matter, and we look forward to continuing our relationship in the years ahead.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Alan Ngo Partner, intellectual Property Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, New York 10020 Tel: (212) 554-7218

Email: ango@calderwoodharkness.com

cc: Sandra Kwan, Chief Executive Officer, Meridian Consumer Brands LLC cc: Rachel Dominguez, Vice President of Brand Management, Meridian Consumer Brands LLC cc: James Alderton, Managing Partner, Waypoint Capital Partners LLC cc: Marcus Delgado, Billing Partner, Calderwood & Harkness LLP cc: Christy Bauer, Lead Associate, Calderwood & Harkness LLP

Enclosures:

1. Filed-stamped Order of Dismissal with Prejudice, Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., S.D.N.Y. Case No. 1:22-cv-09483 (entered May 30, 2023)

2. Executed Trademark Coexistence Agreement (dated May 15, 2023)

3. Escrow release confirmation from Dralvecen National Bank (dated May 30, 2023)

4. Final Invoice and Fee Summary, C&H Matter No. 1011-00003 (dated May 30, 2023)

Timekeeper	Role	Hours	Rate ($/hr)	Total
Alan Ngo	Responsible Partner	142.0	$1,050	$149,100
Marcus Delgado	Billing Partner	58.0	$1,050	$60,900
Christy Bauer	Lead Associate	310.0	$725	$224,750
Peter Vassiliev	Working Associate	320.0	$575	$184,000
Total	830.0	$618,750
Cost Category	Amount
Attorney Fees (Calderwood & Harkness LLP)	$618,750
Expert Fees (Lakeshore Brand Consulting LLC)	$87,500
Mediation Fees (Novotny ADR Services LLC — MCB's share)	$12,500
Filing Fees and Service Costs	$2,840
Total Matter Costs	$721,590
Item	Amount
Settlement Payment Received	$1,350,000
Less: Total Matter Costs	($721,590)
Net Recovery to MCB	$628,410

CALDERWOOD & HARKNESS LLP Attorneys at Law 1251 Avenue of the Americas, 40th Floor New York, New York 10020 Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com
May 30, 2023
Thomas R. Hennessy, Esq. General Counsel Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016
Re: Matter Closing Summary and Ongoing Obligations — Meridian Consumer Brands LLC v. Brindoval Home Goods Inc. United States District Court, Southern District of New York, Case No. 1:22-cv-09483 Trademark Trial and Appeal Board, Opposition No. 91/278,415 C&H Matter No. 1011-00003
Dear Tom:
1. Purpose and Overview
We write to confirm the successful conclusion of the trademark infringement and coexistence dispute between our client, Meridian Consumer Brands LLC ("MCB"), and Brindoval Home Goods Inc. ("Brindoval"). As you know, Calderwood & Harkness LLP ("C&H" or the "Firm") opened this matter on September 26, 2022, following the identification of Brindoval's infringing use of the "MERIDIAN FRESH" mark and associated trade dress in connection with household cleaning products. We are pleased to report that, as of today, May 30, 2023, all litigation and administrative proceedings arising from this dispute have been resolved, the negotiated settlement has been fully funded, and the escrow proceeds have been released to MCB.
The purpose of this letter is threefold. First, we provide a comprehensive summary of the closing events, including the dismissal of the federal court action, the withdrawal of the Trademark Trial and Appeal Board ("TTAB") opposition, and the release of the settlement payment from escrow. Second, we report the financial outcome of the matter, detailing the settlement recovery, total matter costs, and net recovery to MCB. Third, and of critical importance on a go-forward basis, we outline MCB's ongoing obligations and recommended compliance actions arising under the Trademark Coexistence Agreement that was executed by the parties on May 15, 2023 (the "Coexistence Agreement"). We encourage you and your team to review this letter carefully, as the Coexistence Agreement imposes a number of affirmative monitoring and review obligations on MCB that will require attention over the coming months and on a recurring basis thereafter.
This letter also includes a procedural history of the matter for your records. We have enclosed copies of the key closing documents referenced herein.
2. Summary of Closing Events
2.1 Court Dismissal — S.D.N.Y.
On May 22, 2023, the parties filed a Joint Stipulation of Dismissal with Prejudice in the United States District Court for the Southern District of New York in the matter styled Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, before the Honorable Patricia M. Albright, United States District Judge. The Joint Stipulation was executed by Alan Ngo of Calderwood & Harkness LLP on behalf of MCB, as plaintiff, and by Gregory T. Halverson of Halverson McKay & Pruitt LLP on behalf of Brindoval, as defendant and counterclaimant.
Pursuant to the Joint Stipulation, all claims asserted by MCB against Brindoval — including federal trademark infringement under Section 32(1) of the Lanham Act, 15 U.S.C. § 1114(1); false designation of origin and unfair competition under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); and trademark dilution under New York General Business Law § 360-l — were dismissed with prejudice. In addition, Brindoval's counterclaim seeking a declaratory judgment of non-infringement was likewise dismissed with prejudice. The stipulation provides that each party shall bear its own costs and attorneys' fees, except as otherwise provided in the Coexistence Agreement.
The Court entered the Order of Dismissal with Prejudice today, May 30, 2023. A filed-stamped copy of the Order is enclosed with this letter. Importantly, the Court has retained jurisdiction solely for the purpose of enforcing the terms of the parties' settlement, which affords MCB a federal forum in the event that Brindoval breaches its obligations under the Coexistence Agreement and enforcement proceedings become necessary.
2.2 TTAB Opposition Withdrawal
Concurrent with the filing of the Joint Stipulation in the district court action, on May 22, 2023, MCB withdrew its Notice of Opposition (TTAB Opposition No. 91/278,415) against Brindoval's pending trademark application, Serial No. 97/412,558, for the mark MERIDIAN FRESH in International Class 3 (household cleaning preparations). The withdrawal was filed with the written consent of Brindoval, as required by TTAB procedure following the commencement of proceedings.
The withdrawal of the opposition is contingent upon, and was coordinated with, Brindoval's obligation under the Coexistence Agreement to amend its pending application to reflect the modified mark "BRINDOVAL MERIDIAN FRESH" and to include the agreed-upon description-of-goods limitations. As discussed in greater detail in Section 4.7 below, MCB should monitor the status of this application amendment to ensure Brindoval's timely compliance.
2.3 Settlement Payment — Escrow Release
Pursuant to the terms of the Escrow Agreement dated May 15, 2023, among MCB, Brindoval, and Dralvecen National Bank, as escrow agent (Patricia Dolan, Escrow Officer; located at 60 East 42nd Street, New York, New York 10165), Brindoval deposited the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000) into escrow within ten (10) business days of the execution of the Coexistence Agreement and the Escrow Agreement. The escrow was established to ensure that the settlement funds would be available and released to MCB promptly upon entry of the Court's Order of Dismissal.
Today, May 30, 2023, upon entry of the Order of Dismissal with Prejudice by Judge Albright, Calderwood & Harkness transmitted escrow release instructions to Dralvecen National Bank, accompanied by a certified copy of the filed-stamped Order. We have confirmed with Ms. Dolan that the full settlement amount of $1,350,000 has been released from escrow and wired to MCB's designated bank account in accordance with the wire instructions previously provided by your office. A copy of the escrow release confirmation from Dralvecen National Bank is enclosed herewith. We recommend that you confirm receipt of the wire with MCB's finance department at your earliest convenience.
3. Financial Summary
Set forth below is a summary of the financial outcome of this matter, including the settlement recovery, a detailed breakdown of total matter costs, and the resulting net recovery to MCB.
3.1 Settlement Recovery
MCB has received a one-time, lump-sum settlement payment from Brindoval in the amount of $1,350,000. This payment was funded through the escrow mechanism described above and has been released to MCB's designated account as of today's date. No additional monetary payments are owed by Brindoval under the terms of the Coexistence Agreement, although the Agreement does provide for liquidated damages in the event of certain specified breaches, as described in Section 4.8 below.
3.2 Total Matter Costs
The total costs incurred in connection with the prosecution and resolution of this matter are as follows:
Attorney Fees — Calderwood & Harkness LLP: $618,750
The attorney fees reflect the full scope of work performed throughout the life of the matter, including pre-litigation investigation and the cease-and-desist correspondence; preparation and prosecution of the TTAB opposition; drafting and filing of the federal court complaint, the motion for preliminary injunction, and supporting declarations; discovery and case management; the mediation before Judge Novotny; and the negotiation and drafting of the definitive Coexistence Agreement, the Escrow Agreement, and all closing documents. A detailed final invoice is enclosed for your records.
Expert Fees — Lakeshore Brand Consulting LLC (Dr. Elaine Furman): $87,500
Dr. Furman's fees encompass the design and execution of a consumer confusion survey (612 respondents; 31.4% net confusion rate), preparation of an expert declaration in support of MCB's motion for a preliminary injunction, and related consulting services throughout the matter.
Mediation Fees — Novotny ADR Services LLC: $12,500
This amount represents MCB's share (50%) of the total mediation fee of $25,000 charged by Novotny ADR Services LLC for the court-ordered mediation session conducted on February 15, 2023, before retired Judge Harold K. Novotny.
Filing Fees and Service Costs: $2,840
This amount covers all filing fees paid to the United States District Court for the Southern District of New York and to the Trademark Trial and Appeal Board, as well as process service fees incurred in connection with service of the Complaint and Summons upon Brindoval.
Total Matter Costs: $721,590
3.3 Net Recovery
The net financial recovery to MCB is summarized as follows:
We note that, in addition to the monetary recovery set forth above, MCB has obtained substantial prospective brand-protection value through the restrictive covenants and coexistence limitations imposed on Brindoval under the Coexistence Agreement. These restrictions — including the mandatory rebranding, the channel and product-category limitations, the trade dress prohibitions, and the non-challenge covenant — collectively represent a significant and enduring safeguard for the MERIDIAN trademark portfolio. As you and Sandra Kwan have previously indicated, MCB's management has deemed this non-monetary component of the resolution to be strategically significant to the long-term positioning and integrity of the MERIDIAN brand family.
4. Summary of Key Coexistence Agreement Terms
For ease of reference in connection with the ongoing obligations discussed in Section 5 below, we provide a brief recapitulation of the principal terms of the Trademark Coexistence Agreement executed on May 15, 2023. This summary is intended as a convenient reference only and is not a substitute for the full text of the Agreement, a fully executed copy of which is enclosed.
4.1 Mark Modification
Under the Coexistence Agreement, Brindoval is required to rebrand from the standalone "MERIDIAN FRESH" mark to the modified composite mark "BRINDOVAL MERIDIAN FRESH." Pursuant to Section 3.1(b) of the Agreement, the word "BRINDOVAL" must appear in no less than seventy-five percent (75%) of the type size used for "MERIDIAN FRESH" in all uses of the modified mark, ensuring that the Brindoval house mark is prominently displayed and that consumers are able to readily distinguish the source of Brindoval's goods from those of MCB. Brindoval's deadline to complete all rebranding across its products, packaging, signage, marketing materials, and digital properties is 120 days from the date of execution — that is, September 12, 2023.
4.2 Channel Restrictions
Brindoval's use of the modified mark "BRINDOVAL MERIDIAN FRESH" is strictly limited to two distribution channels: (a) Brindoval-branded retail stores, which currently comprise approximately 148 locations across twelve (12) Midwestern and Mountain West states; and (b) Brindoval's own e-commerce platform, located at www.crestviewhomegoods.com. Use of the modified mark on any third-party retail platform — including, without limitation, Amazon, Walmart.com, Adriatic Corporation, or any other online marketplace — is expressly prohibited. Similarly, use in wholesale distribution channels, including sales to independent retailers or distributors, is prohibited.
4.3 Product-Category Restrictions
Brindoval may use the modified mark only in connection with household cleaning products classified under International Class 3. The Coexistence Agreement expressly prohibits Brindoval from expanding into personal care products, home fragrance products, or laundry detergent products under any mark incorporating the word "MERIDIAN," whether alone or in combination with other terms. This restriction is intended to prevent Brindoval from encroaching upon MCB's core product categories or creating consumer confusion in adjacent market segments.
4.4 Trade Dress
Under the Coexistence Agreement, Brindoval must permanently discontinue the teal-and-white color scheme and the wave device that were the subject of MCB's trade dress infringement claims and the Court's preliminary injunction order dated January 9, 2023. Before adopting any replacement trade dress for products bearing the modified mark, Brindoval is required to submit the proposed trade dress to MCB for review (though not formal approval) at least thirty (30) days before any commercial use. This review period affords MCB a meaningful opportunity to evaluate the proposed trade dress and to raise written objections if the proposed elements create a risk of confusion with MCB's existing packaging, color schemes, or design elements.
4.5 Quality Monitoring
The Coexistence Agreement includes provisions granting MCB the right to monitor the quality of Brindoval's products bearing the modified mark. Specifically, Brindoval is required to provide MCB with product samples on an annual basis. In addition, MCB is entitled to conduct one (1) quality inspection per calendar year at Brindoval's manufacturing or distribution facilities, upon reasonable advance notice. These provisions serve to protect the integrity of the MERIDIAN mark family and to provide MCB with an ongoing mechanism for verifying that Brindoval's products do not diminish the goodwill associated with the MERIDIAN brand.
4.6 Non-Challenge Covenant
Brindoval has covenanted not to challenge, directly or indirectly, the validity or enforceability of MCB's existing trademark registrations, specifically: U.S. Registration No. 4,218,506 for the mark MERIDIAN; U.S. Registration No. 5,034,771 for the mark MERIDIAN CLEAN; and U.S. Registration No. 5,589,320 for the MERIDIAN stylized logo with wave device. This non-challenge covenant provides MCB with certainty regarding the unchallenged status of its core trademark registrations and eliminates the risk of Brindoval initiating cancellation proceedings or raising invalidity defenses in future disputes.
4.7 Amendment to Brindoval's Application
Brindoval is required to amend its pending trademark application, Serial No. 97/412,558, currently on file with the United States Patent and Trademark Office ("USPTO"), to reflect the modified mark "BRINDOVAL MERIDIAN FRESH" and to include a description of goods limited to "household cleaning preparations sold exclusively through Brindoval-branded retail and e-commerce channels." The amendment must be filed with the USPTO in accordance with the timeline set forth in the Coexistence Agreement. MCB's withdrawal of its TTAB opposition was expressly conditioned upon Brindoval's fulfillment of this amendment obligation.
4.8 Liquidated Damages
The Coexistence Agreement includes a robust enforcement mechanism in the form of liquidated damages for specified breaches. Pursuant to Section 9.2 of the Agreement, any breach by Brindoval of the channel restrictions (Section 4.2 above) or the product-category restrictions (Section 4.3 above) shall entitle MCB to liquidated damages in the amount of Five Hundred Thousand Dollars ($500,000) per occurrence, in addition to MCB's actual damages. The parties agreed that this liquidated damages provision reflects a reasonable estimate of the harm that MCB would suffer from such breaches, given the difficulty of precisely quantifying brand damage and marketplace confusion.
4.9 Governing Law and Term
The Coexistence Agreement is governed by the laws of the State of New York without regard to its conflicts-of-law principles. The Agreement is perpetual in term, remaining in full force and effect unless terminated by mutual written consent of the parties or by reason of a material breach. The perpetual nature of the Agreement provides MCB with lasting protection for the MERIDIAN trademark portfolio.
5. MCB's Ongoing Obligations and Recommended Actions
While the litigation and settlement proceedings are now concluded, the Coexistence Agreement imposes a number of ongoing obligations and affords MCB certain rights that require affirmative action and attention. Set forth below are the key areas in which MCB should take action in the near term and on a continuing basis, together with our recommendations.
5.1 Monitor Rebranding Compliance (Deadline: September 12, 2023)
The most immediate action item for MCB is to confirm that Brindoval completes its rebranding by the contractual deadline of September 12, 2023 — 120 days from the execution of the Coexistence Agreement. Specifically, MCB should verify that Brindoval has transitioned all products and packaging from "MERIDIAN FRESH" to "BRINDOVAL MERIDIAN FRESH" and that the modified mark as used in commerce complies with the 75% minimum type-size requirement for the word "BRINDOVAL" set forth in Section 3.1(b) of the Agreement.
We recommend that MCB's brand management team — and specifically Rachel Dominguez, Vice President of Brand Management — conduct in-store and online spot checks at a representative sample of Brindoval's retail locations and on www.crestviewhomegoods.com shortly after the September 12, 2023, deadline. In-store checks should focus on product packaging, shelf signage, and point-of-sale materials. Online checks should review product listings, banner graphics, and the use of the modified mark in meta-data and search terms. Any instances of non-compliance — including the continued use of the unmodified "MERIDIAN FRESH" mark or the use of "BRINDOVAL" in a type size below the contractual minimum — should be documented and reported to Calderwood & Harkness for assessment and, if warranted, formal notice to Brindoval.
5.2 Trade Dress Review Process
As noted in Section 4.4 above, Brindoval is required to submit its proposed replacement trade dress to MCB for review at least thirty (30) days before commercial use. Given the January 9, 2023, preliminary injunction requiring Brindoval to discontinue the teal-and-white color scheme and the wave device, Brindoval will need to develop and implement a new trade dress in connection with its rebranding, and MCB should therefore expect to receive a trade dress submission from Brindoval in the coming months.
We recommend that MCB designate a point person — we suggest Rachel Dominguez or a delegate within the brand management team — to receive and review trade-dress submissions promptly upon receipt. Any submission should be evaluated for potential similarities to MCB's existing packaging, color schemes, graphic elements, and overall commercial impression. If the proposed replacement trade dress raises concerns — for example, if it incorporates colors, design motifs, or graphic devices that could create a likelihood of confusion with MCB's products — MCB should raise written objections within the 30-day review window. We are available to assist with the evaluation of any trade-dress submissions and the preparation of formal objections if necessary.
5.3 Annual Quality Monitoring
The Coexistence Agreement entitles MCB to receive product samples from Brindoval on an annual basis and to conduct one quality inspection per calendar year at Brindoval's facilities. We recommend that MCB calendar these rights and exercise them consistently, beginning in the first quarter of 2024.
Specifically, we suggest that MCB request the first round of product samples from Brindoval in January 2024 and schedule the first on-site quality inspection at Brindoval's manufacturing or distribution facilities during Q1 2024. Product samples should be reviewed not only for quality consistency and conformance with industry standards, but also to confirm that all packaging complies with the modified-mark requirements and the trade-dress restrictions set forth in the Coexistence Agreement. Consistent exercise of these monitoring rights will demonstrate MCB's diligence in protecting the MERIDIAN mark and will position MCB favorably in the event that enforcement action becomes necessary in the future.
5.4 Channel and Product-Category Surveillance
Given the significance of the channel and product-category restrictions in the Coexistence Agreement — and the $500,000 per-occurrence liquidated damages provision that backstops those restrictions — we strongly recommend that MCB establish an ongoing monitoring program to detect any unauthorized use of "MERIDIAN FRESH" or "BRINDOVAL MERIDIAN FRESH" outside of the permitted channels and product categories.
In particular, MCB should conduct periodic surveillance of third-party online retail platforms, including Amazon, Walmart.com, Adriatic Corporation, and other major e-commerce marketplaces, to confirm that Brindoval is not offering products bearing the modified mark through those channels. MCB should also monitor wholesale distribution channels, trade publications, and industry databases for evidence of Brindoval distributing products bearing any mark incorporating "MERIDIAN" to independent retailers or distributors. Finally, MCB should monitor for any expansion by Brindoval into personal care, home fragrance, or laundry detergent products under marks incorporating "MERIDIAN."
MCB may wish to engage a third-party brand-monitoring service to conduct these sweeps on a systematic basis, or may elect to utilize internal resources within the brand management or legal teams. In either case, any detected breach should be promptly documented and reported to Calderwood & Harkness for evaluation, including an assessment of whether the breach warrants formal notice to Brindoval, the invocation of the liquidated damages provision under Section 9.2 of the Coexistence Agreement, and/or the initiation of enforcement proceedings in the Southern District of New York, where the Court has retained jurisdiction for that purpose.
5.5 Application Amendment Confirmation
MCB should confirm that Brindoval has complied with its obligation under the Coexistence Agreement to amend its pending trademark application, Serial No. 97/412,558, to reflect the modified mark "BRINDOVAL MERIDIAN FRESH" and the revised description of goods limited to household cleaning preparations sold exclusively through Brindoval-branded retail and e-commerce channels. The status of the application can be monitored through the USPTO's Trademark Status and Document Retrieval ("TSDR") system, accessible online at tsdr.uspto.gov.
We recommend that MCB monitor the application status periodically — at a minimum, on a monthly basis — until the amendment has been recorded and accepted by the USPTO. If the amendment is not filed within a reasonable period, or if the application as amended does not conform to the requirements of the Coexistence Agreement, MCB should notify Calderwood & Harkness so that we can follow up with Brindoval's counsel accordingly. MCB's withdrawal of the TTAB opposition was expressly contingent on this amendment, and failure by Brindoval to complete the amendment would constitute a breach of the Coexistence Agreement.
5.6 Internal Record-Keeping
Finally, we recommend that MCB maintain a complete and organized file of all documents related to this matter and the Coexistence Agreement, including the executed Coexistence Agreement, the Escrow Agreement, all Court filings and orders, the TTAB opposition and withdrawal filings, and all related correspondence. These documents will be essential references in the event of any future enforcement action, compliance dispute, or related trademark matter.
Calderwood & Harkness will retain the complete matter files in accordance with the Firm's document-retention policies. Copies of documents can be made available to MCB upon request. However, we recommend that MCB maintain its own independent files as a matter of best practice, particularly with respect to the ongoing monitoring and compliance obligations described above.
6. Procedural History
For completeness of the record, set forth below is a chronological summary of the key events in the prosecution and resolution of this matter:
• September 26, 2022: Matter opened at Calderwood & Harkness. Cease-and-desist letter sent to Brindoval Home Goods Inc. demanding cessation of use of the "MERIDIAN FRESH" mark and the teal-and-white trade dress with wave device in connection with household cleaning products.
• October 10, 2022: Halverson McKay & Pruitt LLP responds on behalf of Brindoval, denying infringement and asserting that "MERIDIAN FRESH" is sufficiently distinct from MCB's MERIDIAN marks.
• October 14, 2022: MCB files Notice of Opposition with the Trademark Trial and Appeal Board against Brindoval's pending trademark application, Serial No. 97/412,558, for MERIDIAN FRESH in International Class 3 (Opposition No. 91/278,415).
• November 7, 2022: MCB files Complaint in the United States District Court for the Southern District of New York, asserting claims for federal trademark infringement (15 U.S.C. §§ 1114(1), 1125(a)) and New York state trademark dilution (N.Y. Gen. Bus. Law § 360-l). Case assigned to the Honorable Patricia M. Albright (Case No. 1:22-cv-09483).
• November 18, 2022: MCB files Motion for Preliminary Injunction, supported by declarations of Rachel Dominguez (VP Brand Management, MCB) and Dr. Elaine Furman (Lakeshore Brand Consulting LLC), including Dr. Furman's consumer confusion survey results (612 respondents; 31.4% net confusion rate).
• December 5, 2022: Brindoval files Answer and Counterclaim for declaratory judgment of non-infringement.
• December 19, 2022: Court conducts hearing on MCB's Motion for Preliminary Injunction.
• January 9, 2023: Court issues Opinion and Order granting MCB's Motion for Preliminary Injunction in part. The Court orders Brindoval to modify its trade dress by removing the wave device and changing the teal-and-white color scheme within forty-five (45) days, finding that MCB demonstrated a likelihood of success on the merits of its trade dress claims and irreparable harm. The Court declines to enjoin Brindoval's use of the "MERIDIAN FRESH" word mark pending trial, finding that the balance of hardships weighed against a word-mark injunction at the preliminary stage.
• January 23, 2023: Parties exchange initial disclosures pursuant to Federal Rule of Civil Procedure 26(a)(1).
• February 15, 2023: Court-ordered mediation conducted before retired Judge Harold K. Novotny of Novotny ADR Services LLC. Framework term sheet reached at mediation, establishing the principal terms for a negotiated resolution of the dispute.
• March 6 – April 28, 2023: Parties negotiate the definitive Trademark Coexistence Agreement, including extensive discussions regarding the scope of mark modification, channel and product-category restrictions, trade dress requirements, quality monitoring rights, and the liquidated damages provisions.
• May 15, 2023: Trademark Coexistence Agreement executed by Thomas R. Hennessy on behalf of MCB and Karen A. Whitfield on behalf of Brindoval. Escrow Agreement executed concurrently among MCB, Brindoval, and Dralvecen National Bank.
• May 22, 2023: Joint Stipulation of Dismissal with Prejudice filed in S.D.N.Y. MCB withdraws Notice of Opposition before the TTAB (Opposition No. 91/278,415) with Brindoval's written consent.
• May 30, 2023: Court enters Order of Dismissal with Prejudice. Settlement payment of $1,350,000 released from escrow and wired to MCB's designated account. Matter closed.
7. Conclusion and Availability
Calderwood & Harkness is very pleased with the outcome achieved in this matter. The resolution secures both a meaningful monetary recovery of $1,350,000 — yielding a net recovery to MCB of $628,410 after all matter costs — and, equally important, long-term, comprehensive brand protection for the MERIDIAN trademark portfolio through the perpetual restrictions imposed by the Coexistence Agreement. The rebranding, channel, product-category, and trade dress restrictions will serve as durable safeguards against consumer confusion and brand dilution in the marketplace, and the liquidated damages provision provides a powerful deterrent against future violations by Brindoval.
The Firm remains fully available to assist MCB with any ongoing compliance monitoring, enforcement of the Coexistence Agreement, or any other trademark or intellectual property matters that may arise. Please note that any new engagement for enforcement of the Coexistence Agreement, or for related matters outside the scope of the now-closed matter, would be subject to a separate engagement agreement with the Firm.
Please do not hesitate to contact me directly at (212) 554-7218 or ango@calderwoodharkness.com, or to contact Christy Bauer at (212) 554-7342 or cbauer@calderwoodharkness.com, with any questions regarding the contents of this letter, MCB's ongoing obligations, or any other matter in which we may be of assistance.
On behalf of the entire Calderwood & Harkness team, we extend our sincere gratitude for the trust and confidence that you, Sandra, Rachel, and the entire MCB team have placed in the Firm throughout this engagement. It has been a privilege to represent Meridian Consumer Brands in this important matter, and we look forward to continuing our relationship in the years ahead.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Alan Ngo Partner, intellectual Property Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, New York 10020 Tel: (212) 554-7218
Email: ango@calderwoodharkness.com
cc: Sandra Kwan, Chief Executive Officer, Meridian Consumer Brands LLC cc: Rachel Dominguez, Vice President of Brand Management, Meridian Consumer Brands LLC cc: James Alderton, Managing Partner, Waypoint Capital Partners LLC cc: Marcus Delgado, Billing Partner, Calderwood & Harkness LLP cc: Christy Bauer, Lead Associate, Calderwood & Harkness LLP
Enclosures:
1. Filed-stamped Order of Dismissal with Prejudice, Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., S.D.N.Y. Case No. 1:22-cv-09483 (entered May 30, 2023)
2. Executed Trademark Coexistence Agreement (dated May 15, 2023)
3. Escrow release confirmation from Dralvecen National Bank (dated May 30, 2023)
4. Final Invoice and Fee Summary, C&H Matter No. 1011-00003 (dated May 30, 2023)
Timekeeper | Role | Hours | Rate ($/hr) | Total
Alan Ngo | Responsible Partner | 142.0 | $1,050 | $149,100
Marcus Delgado | Billing Partner | 58.0 | $1,050 | $60,900
Christy Bauer | Lead Associate | 310.0 | $725 | $224,750
Peter Vassiliev | Working Associate | 320.0 | $575 | $184,000
Total | 830.0 | $618,750
Cost Category | Amount
Attorney Fees (Calderwood & Harkness LLP) | $618,750
Expert Fees (Lakeshore Brand Consulting LLC) | $87,500
Mediation Fees (Novotny ADR Services LLC — MCB's share) | $12,500
Filing Fees and Service Costs | $2,840
Total Matter Costs | $721,590
Item | Amount
Settlement Payment Received | $1,350,000
Less: Total Matter Costs | ($721,590)
Net Recovery to MCB | $628,410

CALDERWOOD & HARKNESS LLP

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