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Feb. 20, 2026 Get Citation Alerts Download PDF Add Note

Nutramax Laboratories, Inc., et al. v. Rowlo, LLC, et al.

District Court, N.D. Georgia

• Citations: None known
• Docket Number: 1:25-cv-02481

• Precedential Status: Unknown Status

• Opinion

• Authorities (18)

• Cited By (0)

• Summaries (0)

• Similar Cases (1.3K)

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Trial Court Document

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

NUTRAMAX LABORATORIES, INC.,

et al.,

 Plaintiffs,                                                      

      v.                     CIVIL ACTION FILE                    

                             NO. 1:25-CV-2481-TWT                 

ROWLO, LLC, et al.,

Defendants.                                                       

               OPINION AND ORDER                                  

This is a breach of contract case. It is before the Court on Defendants
Rowlo, LLC (“Wuffes”) and Samuel Venning’s Motion to Dismiss [Doc. 14]. For
the reasons stated below, the Defendants’ Motion to Dismiss [Doc. 14] is
DENIED.

I. Background1

This case arises out of an alleged breach of a settlement agreement.
Plaintiffs Nutramax Laboratories, Inc. and Nutramax Veterinary Sciences,
Inc. research, develop, and sell a wide variety of animal health products.
(Compl. ¶ 10 [Doc. 1]). Two of these products are named Cosequin and
Dasuquin (collectively, the “Supplements”), which are joint health

1 The Court accepts the facts as alleged in the Complaint as true for
purposes of the present Motion to Dismiss. , 941

F.3d 1116, 1122 (11th Cir. 2019).

supplements in the companion animal market. ( ¶ 13). The Supplements

have been registered with the U.S. Patent and Trademark Office, granting the
Plaintiffs the exclusive right to use its trademarks in commerce in the United

States, and have generated significant sales for the Plaintiffs via online
retailers, brick-and-mortal retail establishments, and veterinarians. (

¶¶ 13-15).

Defendant Wuffes is a competitor to the Plaintiffs. ( ¶ 22). Defendant
Wuffes “advertises, promotes, offers for sale, and sells dietary and nutritional
supplements for animals under the WUFFES trademark.” ( ¶ 5).

Specifically, Defendant Wuffes markets and sells animal supplements that
compete directly with the Plaintiffs’ products, including the Supplements. (

¶ 22). Defendant Venning is one of the founders of Wuffes and is believed to be
the Chief Executive Officer of the entity. ( ¶ 6). The Plaintiffs believe that
Venning personally controls Wuffes’s advertising and promotional activities.
( ¶ 23).

In 2023, the Plaintiffs filed a complaint against the Defendants, alleging

claims of common law unfair competition, defamation, and defamation per se
within the District of Wyoming (the “Previous Litigation”).2 ( ¶ 17). During
the Previous Litigation, the parties entered into a settlement agreement to
resolve all claims set forth in the Plaintiffs’ complaint (the “Settlement

2 , 1:23-cv-00085-

SAH.

Agreement”). ( ¶ 19). In the Settlement Agreement, the Defendants
explicitly agreed that they would:

[N]ot reference or use, or cause to be referenced or used, in any

manner, the words Nutramax, Nutramax Laboratories®,

Dasuquin®, Cosequin®, or any of Nutramax’s various other

registered or common law trademarks (including Nutramax’s

trade dress and copyright-protected packaging designs) that exist

now or may exist in the future in any commercial advertising or

promotion, including social media posts and comments (the

“Provision”).

( ¶ 20). After entering into the Settlement Agreement, the parties filed a
stipulated dismissal of the Previous Litigation with prejudice under Federal
Rule of Civil Procedure 41(a)(1)(A)(ii). ( ¶ 21).

The dispute between the parties does not end there. After the conclusion
of the Previous Litigation, the Defendants started referencing or using the
Plaintiffs’ registered and common law trademarks, including those associated
with the Supplements, as keywords on Amazon.com and other online retailers
to promote their products. ( ¶ 24). Specifically, the Defendants used words
associated with the Plaintiffs’ trademarks as keywords in the advertising or
promotion of their own products by causing the Defendants’ products to appear
at the top of any search for the Plaintiffs’ products (including for the
Supplements) as a “sponsored” result or as a banner advertisement when using
Amazon.com or other online retailers. ( ¶ 25).

Believing this to be a breach of the Settlement Agreement, the Plaintiffs
sent the Defendants notice of their intent to file suit unless the Defendants
ceased their conduct. ( ¶ 28). The Defendants refused, and the Plaintiffs
subsequently filed this action pursuant to the choice-of-law and jurisdiction
provisions within the Settlement Agreement. ( ¶¶ 8-9, 28). In the Complaint,
the Plaintiffs request relief from the Court for two counts, one for breach of

contract and one for specific performance under Georgia law. ( ¶ 30-48).
The Defendants now move to dismiss the Complaint in its entirety.

II. Legal Standard

A complaint should be dismissed under Rule 12(b)(6) only where it

appears that the facts alleged fail to state a “plausible” claim for relief.
, 556 U.S. 662, 678 (2009); Fed. R. Civ. P. 12(b)(6). A complaint may

survive a motion to dismiss for failure to state a claim; however, even if it is
“improbable” that a plaintiff would be able to prove those facts; even if the
possibility of recovery is extremely “remote and unlikely.”

, 550 U.S. 544, 556 (2007). In ruling on a motion to dismiss, the Court
must accept the facts pleaded in the complaint as true and construe them in
the light most favorable to the plaintiff.

, 711 F.2d 989, 994-95 (11th Cir.

1983); , 40 F.3d

247, 251 (7th Cir. 1994) (noting that at the pleading stage, the plaintiff
“receives the benefit of imagination”). Generally, notice pleading is all that is
required for a valid complaint. , 753

F.2d 974, 975 (11th Cir. 1985). Under notice pleading, the plaintiff need only
give the defendant fair notice of the plaintiff’s claim and the grounds upon
which it rests. , 551 U.S. 89, 93 (2007) (citing , 550 U.S. at 555).

III. Discussion

The Defendants argue that the Plaintiffs fail to state a claim for both
counts present within their Complaint. ( Br. in Supp. of Defs.’ Mot. to
Dismiss, at 8 [Doc. 14]). Under Georgia law, settlement agreements are
interpreted like contracts. , 564 B.R.

784, 796 (Bankr. N.D. Ga. 2017) (citing

, 286 Ga. App. 498, 501 (2009)). Specific performance may be granted in a

breach of contract case when “monetary damages recoverable at law would not
constitute adequate compensation for another parties’ nonperformance.”
, 351 Ga. App. 273, 275 (2019). Accordingly, as both parties
agree, the Plaintiffs’ specific performance count rises and falls with the breach
of contract count under Georgia law.

Turning then to the Plaintiffs’ other count against the Defendants, the
elements of a breach of contract claim are “the (1) breach and the (2) resultant

damages (3) to the party who has the right to complain about the contract being
broken.” , 363 Ga. App. 723, 731 (2022)

(citation omitted). The Defendants argue only against the breach element and
do not contest the other elements. ( Br. in Supp. of Defs.’ Mot. to Dismiss,
at 8). Specifically, the Defendants contend that “keyword bidding”3 is not
prohibited by the plain language of the Settlement Agreement. ( at 9-12).
Further, the Defendants argue that even if the Court declines to dismiss the

Complaint, Defendant Venning must be dismissed because the Plaintiff failed
to allege that Venning personally breached the Settlement Agreement. (

at 19-22). In addressing this dispute, the Court will first interpret the
Settlement Agreement before determining whether it applies to “keyword
bidding.” If necessary, the Court will then determine whether to dismiss
Defendant Venning.

A. Interpretation of the Settlement Agreement

When interpreting a contract under Georgia law, “[t]he issues of
contract construction and enforceability are generally questions of law for a
court to resolve.” , 564 B.R. at 796 (quoting

, 298 Ga. App. 78, 78 (2009) (quotation

marks omitted) (brackets in original)). “The cardinal rule of construction is to
determine the intention of the parties.” (quoting , 296

Ga. App. at 501 (2009) (quotation marks omitted)). “However, if a contract’s
terms are clear and unambiguous, those terms are the sole evidence of intent

3 As explained by the Defendants, “keyword bidding” involves using
“keywords to link users seeking a particular product with advertisements
tailored to that user’s search, such that certain products appear more
prominently in ‘sponsored’ search results.” As applied to this case, the
“keyword bidding” at issue is the Defendants’ use of the names of the
Supplements to promote its own products through websites like amazon.com.
( Br. in Supp. of Defs.’ Mot. to Dismiss, at 2).

that a court may consider.” (citing , 261 Ga. App. 51, 53 (2003)). “Ambiguity is defined as duplicity; indistinctness; an uncertainty of
meaning or expression used in a written instrument, and . . . also signifies of

doubtful or uncertain nature; wanting clearness or definiteness; difficult to
comprehend or distinguish; of doubtful purport; open to various
interpretations.” , 303 Ga. 148, 150 (2018) (citation

modified).

The Defendants and the Plaintiffs interpret the Settlement Agreement
differently. The Defendants argue that the Provision unambiguously excludes

“keyword bidding” from prohibited conduct because of the limiting phrase, “in
any commercial advertising or promotion.” ( Br. in Supp. of Defs.’ Mot. to
Dismiss, at 9-10). Furthermore, the Defendants argue that the Settlement
Agreement does not even mention the term “keyword bidding” or related words
in its prohibition. ( at 9). The Plaintiffs disagree, arguing that the use of
keywords (namely, the trademarks of the Plaintiffs) that link users to the
Defendants’ advertisements fit the prohibition within the Provision explicitly.

( Pls.’ Resp. in Opp’n to Defs.’ Mot. to Dismiss, at 7-8 [Doc. 19]). They direct
the Court’s attention to an earlier part of the Provision that states that the
Defendants will not “reference or use” the Plaintiffs’ trademarks “in any
manner” to argue that the Provision operates broadly to prohibit the
Defendants’ conduct. ( at 7-8).

On this preliminary issue, the Court is persuaded more by the
Defendants’ construction of the Provision. “[I]t is a well-established rule of
contract construction that a court should avoid an interpretation of a contract

which renders any of its terms meaningless or mere surplusage.”

, 320 Ga. App. 176, 183 (2013). While the

Plaintiffs’ interpretation does not render parts of the Provision mere
surplusage, their interpretation reduces the significance of a clear, limiting
phrase present within the contract. It is true that the Provision prohibits the
Defendants from referencing or using the Plaintiffs’ trademarks “in any

manner,” but the Defendants are only prohibited from doing so when the

conduct involves “commercial advertising or promotion.” ( Settlement
Agreement § 2(a)(i) [Doc. 12]).4 While the Plaintiffs attempt to shy away from
the latter phrase and focus on the broad phrases within the Provision, the
latter phrase still significantly limits the world of conduct of which the
Defendants could be found in breach of the Settlement Agreement.

4 When ruling on a motion to dismiss, the court may not consider any
evidence beyond the face of the complaint and any additional documents
attached thereto. , 500 F.3d 1276,

1284 (11th Cir. 2007). However, this rule is not absolute. An exception exists
when (1) the defendant attaches the document to its motion to dismiss, (2) the
document is central to the plaintiff’s claim, and (3) the document’s authenticity
is not challenged. , 97 F.4th 1343, 1350 (11th

Cir. 2024). Here, the Settlement Agreement is the basis of the Plaintiffs’
breach of contract claim and is referred to extensively through the Complaint.
Furthermore, the Defendants have attached the document to their Motion to
Dismiss and neither party disputes the contents or authenticity of the
Settlement Agreement. Therefore, the Court will consider the Settlement
Agreement in this Motion to Dismiss.

The question, then, is what the phrase “commercial advertising or
promotion” means for the purposes of the Settlement Agreement. The
Defendants argue that the phrase must be interpreted in the context of the

Previous Litigation. ( Br. in Supp. of Defs.’ Mot. to Dismiss, at 11-19).
There, the Plaintiffs’ complaint sought relief for certain “false and misleading”
advertisements produced by the Defendants where consumers could see and
be confused by the advertisements on the Defendants’ website and other places
online. ( at 11; Br. in Supp. of Defs.’ Mot. to Dismiss, Ex. 1 (“Previous
Litigation Complaint”) ¶¶ 1, 39, 41, 49, 64-65, 92, 118 [Doc. 14-1]). In addition,

the Defendants argue that the phrase “commercial advertising or promotion”
should be interpreted in conjunction with the Lanham Act (15 U.S.C. § 1051 et
seq.) because the Plaintiffs brought such statutory claims against the
Defendants in the Previous Litigation. (Br. in Supp. of Defs.’ Mot. to Dismiss,
at 12; Previous Litigation Complaint ¶¶ 126-43).

The Plaintiffs, on the other hand, argue that a Lanham Act-centric
interpretation of the Settlement Agreement is erroneous because the language

of the Provision is broader than the conduct addressed within the statute. (
Pls.’ Br. in Opp’n to Defs.’ Mot. to Dismiss, at 10). Additionally, the Plaintiffs
argue that if the parties intended for the language in the Settlement
Agreement to be coextensive with the Lanham Act, such a provision would
have been present within the Settlement Agreement. ( at 12).

The Defendants’ argument here is intriguing. On one hand, the
Defendants argue that the language of the Settlement Agreement is
unambiguous but then urge the Court to consider extrinsic evidence regarding

the context in which the Settlement Agreement was executed. Indeed, if the
language of the Settlement Agreement is unambiguous, it should be clear from
the plain language of the Provision or the Settlement Agreement as a whole
that the language should be interpreted with context from the Previous
Litigation or the Lanham Act. However, the only language referencing the
Previous Litigation or the Lanham Act within the Settlement Agreement

arises from two recitals in the introductory section expressing the parties’
intent to resolve the Previous Litigation. ( Settlement Agreement, at 1-2).
And recitals, while effective at expressing the intent of the parties, are not
binding terms within a contract under Georgia law. , 69

Ga. App. 669, 669 (1943).

However, no matter whether the Court finds that the Provision is
unambiguous or ambiguous, the Defendants’ arguments are still unpersuasive.

The two recital provisions simply state that the Plaintiffs filed a complaint
based on false advertisements under the Lanham Act in the District of
Wyoming and further expressed the parties’ intent to resolve the lawsuit by
entering into the Settlement Agreement. ( Settlement Agreement, at 1-2).
Nowhere does it explicitly state that the interpretation of the Settlement
Agreement would be constrained by the Previous Litigation or the Lanham
Act.

Such an intent cannot be implicitly gleaned from the Settlement

Agreement either. Although the Defendants argue that the use of the phrase,
“commercial advertising or promotion,” is a term of art specific to the Lanham
Act, the Plaintiffs are correct to point out that there are key differences
between the Lanham Act and the Provision. The first distinction arises out of
the purpose of the Lanham Act and the Provision. The Lanham Act provides a
civil cause of action for any person who suffers damages from the use of their

product in false or misleading advertising. 15 U.S.C. § 1125 (a)(1).
However, the Provision and the Settlement Agreement at-large imposes a

broader requirement, prohibiting the Defendants from using the Plaintiffs’
trademarks in commercial advertisements or promotion run by the
Defendants. ( Settlement Agreement § 2(a)(i)). While the Settlement
Agreement was made to prevent the Defendants from violating the Lanham

Act, the Provision operates to effect a broader change than to remedy any

potential violation of the Lanham Act.

The second key difference between the Lanham Act and the Provision
arises out of the broad nature of the contract’s text. The Defendants’ attempt
to apply the Lanham Act’s definition of “commercial advertising or promotion”
fails because the case law surrounding the definition and application of the
term applies in a different context. While the Lanham Act simply prohibits the
“use” of another’s trademarks in “commercial advertising or promotion,” the
Settlement Agreement prohibits the “reference or use” of the Plaintiffs’
trademarks. 15 U.S.C. § 1125 (a)(1); (Settlement Agreement § 2(a)(i)). The

broader scope of the Settlement Agreement operates in a different context than
the Lanham Act, rendering case law on the Lanham Act inapplicable to
determine the meaning of the term within the Settlement Agreement. These
two key differences lead the Court to conclude that it would be erroneous to
conclude that the Settlement Agreement implicitly references the Lanham
Act’s definition of “commercial advertising or promotion” to the Provision.

Then, how should the Court interpret the phrase-at-issue? The Court
looks to the default rule under Georgia law. Under Georgia law, “words in a
contract generally bear their usual and common meaning.” , 369 Ga. App. 213, 222 (2023) (citation omitted). A court may understand a word
or phrase’s “usual and common meaning” by looking to “common dictionaries.”
(citation omitted). Doing so, the term “commercial” is defined as “occupied
with or engaged in commerce,” “related to or dealing with commerce,” or “used

in or characteristic of commerce.” , Merriam-Webster’s

Unabridged Dictionary. The term “advertising” is defined as “the action of
calling something to the attention of the public especially by paid
announcements.” , Merriam-Webster, https://www.merriam-

webster.com/dictionary/advertising (last visited Feb. 20, 2026). Finally, the
term “promotion” is defined as the “act of furthering the growth or development
of something, especially: the furtherance of the acceptance and sale of
merchandise through advertising, publicity, or discounting.” ,

Merriam-Webster, https://www.merriam-webster.com/dictionary/promotion

(last visited Feb. 20, 2026). For the sake of thoroughness, the term “publicity”
is defined as “an act or device designed to attract public interest.” ,
Merriam-Webster, https://www.merriam-webster.com/dictionary/publicity

(last visited Feb. 20, 2026). Putting these definitions together, the Court
interprets the Provision to prohibit the Defendants from using or referencing
the Plaintiffs’ trademarks to either create public exposure for or sell the

Defendants’ products.

B. “Keyword Bidding” as Breach

Now that the Court understands the Provision as written, the Court will
turn to the issue of whether the Defendants’ “keyword bidding” breaches the
Settlement Agreement. The answer is readily apparent. In the Defendants’
own words, “[t]his process . . . keywords to link users seeking a particular

product with advertisements tailored to that user’s search,

.” (Br. in Supp.

of Defs.’ Mot. to Dismiss, at 2 (emphasis added)). The specific keywords utilized
by the Defendants in “keyword bidding,” as alleged by the Plaintiffs, involve
the Plaintiffs’ trademarks. ( Compl. ¶ 25). Even if the Defendants
themselves did not admit to “using” the Plaintiffs’ trademarks in their briefing,
such activity must at least reference the trademarks as the technique directs
consumers searching for the Plaintiffs’ products to the Defendants’ own
products. ( ).

Furthermore, under the Court’s understanding of the phrase

“commercial advertising or promotion” within the Provision, it is clear that the
Defendants’ conduct, as alleged by the Plaintiffs, is prohibited conduct. When
a consumer (a member of the public) searches for the Plaintiffs’ product
through an online retailer, the Defendants use or reference the Plaintiffs’
trademark to then promote their own product as a “sponsored” product for the
Defendants’ economic benefit. ( Br. in Supp. of Defs.’ Mot. to Dismiss, at 2;

Compl. ¶ 25). As part of its general commercial advertising campaign, the
Defendants actively rely on the Plaintiffs’ trademarks, which is plainly
prohibited under the Settlement Agreement.

If the Defendants’ intent was for the language of the Settlement
Agreement to allow “keyword bidding,” the Defendants should not have agreed
to such broad language within the Provision or limiting language requiring the
contract to be interpreted in accordance with the definitions within the

Lanham Act. To some degree, the Defendants themselves acknowledge this

shortcoming, as every case cited outside of the Lanham Act which allowed
“keyword bidding” specifically defined “advertising” within their contracts.
( Br. in Supp. of Defs.’ Mot. to Dismiss, at 16-17 (discussing

, 2015 WL 9951578 (N.D. Ga. Nov. 4, 2015), then
discussing , 265 F. Supp. 3d 1356 (N.D. Ga. 2017)). The Settlement Agreement fails to define the term here.
“[C]ourts are not at liberty to ignore the specific terms of the parties’ written
agreement and rewrite or revise a contract under the guise of construing it.”

                             , 370 Ga. App. 810, 815 (2024)       

(citation modified). Accordingly, the Court will not reward the Defendants’
conduct by joining them in creating an imaginary technicality within the
Settlement Agreement. Thus, the Plaintiffs have adequately alleged breach
within their Complaint.

C. Dismissal of Defendant Venning

The Defendants also move to dismiss Defendant Venning from the
action for two reasons. ( Br. in Supp. of Defs.’ Mot. to Dismiss, at 19-22).
First, the Defendants argue that the totality of allegations as to breach of
contract are “on information and belief” and fail to satisfy applicable pleading
standards. ( at 19). Second, the Defendants argue that even accepting
the allegations “on information and belief,” the structure of a corporation
prevents holding Defendant Venning personally liable. ( at 19-22).

It is true that a district court does not have to take as true any
allegations by a plaintiff who pleads solely “upon information and belief.”
, 713 F.3d 1306, 1315 (11th Cir. 2013). Furthermore, the Court
acknowledges that under Georgia law, a corporate officer is not personally
liable on an action for breach of contract where the corporation failed to
perform certain duties required by the agreement. , 204

Ga. App. 833, 834-35 (1992) (holding that the trial court erred in not granting
a directed verdict for the president of a corporation when the evidence failed to
demonstrate that the president was individually liable separate from the

corporation’s breach). However, evidence not pled “on information and belief”
shows that Defendant Venning agreed to perform certain duties under the
Settlement Agreement and that he may have breached those duties.

The facts show that the Previous Litigation was initiated against both
Defendants by the Plaintiffs. ( Compl. ¶ 17). The Settlement Agreement

was created to dismiss the Previous Litigation, with Defendant Venning

signing both as the Chief Executive Officer of Defendant Wuffes as well as
personally. ( Settlement Agreement at 11). Within the Settlement
Agreement, Defendant Venning, Defendant Wuffes, and one other party are
collectively referred to as the “Venning Parties.” ( at 1). Later in the
Settlement Agreement, in the section entitled “The Venning Parties’
Warranties, Representations, and Obligations,” the Settlement Agreement
clearly states that the Venning Parties are subject to certain conditions,

including the Provision. ( § 2(a)). Thus, under the facts considered by
the Court, Defendant Venning has individual duties under the Provision.
Specifically, Defendant Venning agreed in the Settlement Agreement that he
would not “cause to be referenced or used” the Plaintiffs’ trademarks “in any
commercial advertising or promotion.” ( Compl. ¶ 20; Settlement

Agreement § 2(a)(1)).

As a corporate officer of Defendant Wuffes and as a former litigant
against the Plaintiffs in the Previous Litigation, it is plausible that Defendant
Venning took action to cause Defendant Wuffes to breach the Settlement

Agreement. Although such information is pled “on information and belief,” the
Court declines to exercise its discretion to discount facts pled on this basis
because the Court finds that there is a plausible basis for the belief. The fact
that Defendant Venning has individual responsibilities under the Settlement
Agreement and is the Chief Executive Officer of Defendant Wuffes, coupled
with the fact that Defendant Wuffes breached the contract under the

allegations contained in the Complaint makes it plausible that Defendant
Venning has done so as well.

The Defendants’ reliance on

, 2021 WL 12104513 (N.D. Ga. Oct. 12, 2021), and

, 2022 WL 2679437 (M.D. Ga. Jul. 11, 2022),

to argue its position is misplaced. In , an individual

defendant signed a settlement agreement in his individual capacity, as well as

in a representative capacity for two entities, to settle litigation.

, 2021 WL 12104513, at 1-2. In a counterclaim arising out of a
subsequent lawsuit, the claiming parties alleged that the two entities breached
the settlement agreement and that the individual defendant directed the
entities to breach the agreement. at *2, *3 n.4. On a motion to dismiss, the
court dismissed the individual defendant, finding that he was not personally
liable for the actions of the two entities under the terms of the settlement
agreement. at *4. Similarly, the court in dismissed an individual

defendant from a breach of contract action when the plaintiffs failed to allege

plausible facts showing personal liability, including any terms in the contract
that imposed such individual liability. , 2022 WL 2679437, at *1.

Here, the terms of the Settlement Agreement are entirely

distinguishable from both and . Defendant

Venning had individual responsibilities under the Settlement Agreement. (
Compl. ¶ 20; Settlement Agreement § 2(a)(1)). Those duties specifically

prohibit him from causing Defendant Wuffes to breach the Settlement
Agreement. ( ). No such duties were imposed on the individual defendant
in or . , 2021 WL 12104513,

at *4 (“Here, personal liability would require a personal guaranty. Because the
Settlement Agreement’s plain terms and principles of Georgia contract law
foreclose the argument that the Agreement contains such a guaranty, [the
individual defendant] cannot be held liable for [the entity defendants’] filing of

this suit”); , 2021 WL 12104513, at *1 (“The agreement here does not
reveal an express agreement that [the individual defendant] is binding herself
individually to any of the contractual obligations of the other parties to the
contract.”).

This is not to say that Defendant Venning is responsible for Defendant
Wuffes’ breach of the Settlement Agreement. Further discovery may show that
Defendant Venning did not direct Defendant Wuffes in engaging in “keyword
bidding.” At that time, Defendant Venning may properly seek to be dismissed
from this action. But the Court finds it premature to do so now when the
Plaintiffs have alleged plausible facts supporting a finding of personal liability
against Defendant Venning. Accordingly, the Court will not dismiss Defendant
Venning from this action.
IV. Conclusion
For the foregoing reasons, the Defendants’ Motion to Dismiss [Doc. 14]
is DENIED.
SO ORDERED, this 20th day of February, 2026.

                                    Thornes,  DF  dire 
                                    THOMAS W. THRASH, JR. 
                                    United States District Judge 

                             19