Unreported / Non-Citable
Background
Shawn Thomas developed Realms of Kymoria, a therapeutic tabletop role-playing game, through The Tabletop Adventure, L.L.C. In 2022, TableTop and Leyline Publishing entered into a second licensing agreement under which Thomas would serve as creative director, TableTop would provide game-development and marketing services, and Leyline could incorporate submitted content into its business and sell, lease, or use that content. The agreement established per-word and hourly rates, royalties, and payment schedules, including provisions contemplating payment after a Kickstarter campaign generated revenue.
The relationship deteriorated after the parties disagreed over how to respond to anticipated changes to Wizards of the Coast’s Open Game License. TableTop sent Leyline a cease-and-desist letter and later sued, alleging that Leyline infringed its intellectual property, improperly created derivative works, used the Realms of Kymoria name without authority, and improperly used Thomas’s name and image. The district court granted summary judgment to Leyline, concluding that the licensing agreement remained valid and authorized the challenged conduct.
The Court’s Holding
The Fifth Circuit affirmed. It held that the second licensing agreement was a valid, binding contract and unambiguously authorized Leyline to use content that TableTop submitted under the agreement, including content for which TableTop had not yet sent an invoice. Reading the agreement as a whole, the court concluded that Leyline’s agreement to pay under the specified terms—not completed payment in advance—triggered the license. TableTop also failed to identify specific content that Leyline allegedly used outside the agreement’s scope.
The court affirmed summary judgment on the derivative-work and trademark theories because TableTop did not identify the allegedly unauthorized derivative material, and the agreement broadly permitted Leyline to market and sell the submitted game content. Although TableTop retained ownership of the Realms of Kymoria intellectual property as a whole, that reservation did not eliminate Leyline’s contractual authority to use the name in marketing the licensed content.
The court also rejected the name-and-image, Lanham Act, and unjust-enrichment claims. Describing Thomas as a founder or co-creator was true and authorized, and TableTop’s cease-and-desist letter did not unilaterally revoke the binding agreement. Because the agreement governed Leyline’s use of the content and Thomas’s role, unjust enrichment was unavailable.
Key Takeaways
- A licensing agreement may authorize use before final payment when its terms contemplate invoicing or payment after the licensed content generates revenue.
- A party opposing summary judgment must identify the specific content or conduct allegedly falling outside a license; general assertions of unauthorized use are insufficient.
- A cease-and-desist letter does not by itself terminate a binding contract or revoke permissions granted by that contract.
Why It Matters
The decision underscores that courts interpret an intellectual-property license as a whole, including its payment structure, rather than isolating language about “purchased” content. Creators who intend payment to be a condition precedent to any use should state that limitation expressly and invoice consistently with the agreement.
The ruling also illustrates the evidentiary demands of summary judgment in intellectual-property disputes. A claimant must identify the particular works, uses, or representations at issue and cannot rely on broad allegations that a license’s scope is uncertain.