Does this conveyance include trademarks of the seller?


“NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Axiom Worldwide, Inc., a Florida corporation (the "Assignor"), hereby conveys, grants, bargains, sells, transfers, assigns and delivers unto Axiom Worldwide, L.L.C., a Florida limited liability company (the "Assignee"), its successors and assigns forever, all of the Assignor's right, title and interest in and to all of the Assignor's raw materials inventory, finished goods inventory, computer equipment, leasehold improvements, machinery, equipment, furniture, fixtures and goodwill (the "Assigned Assets").”

Thanks to Property, intangible, we learn of a case wherein though it appears the seller was including everything (all the assets) in the sale, with the intent to cease doing business, it later claimed it still owned the trademark, with the right to sell, license, or do business with it…and it prevailed.

The case is Axiom Worldwide, In. v. HTRD Group Hong Kong Ltd., No. 8:11-cv-1468-T-33TBM (M.D. Fla. July 18, 2012), and the decision hinged on whether “goodwill” included the trademarks under which the seller did business, a question analysts could readily answer in a valuation context. The court found that since the agreement did not specifically represent a sale of all of the assets, the seller retained some assets, and the seller used the trademark after the sale in question, the trademark was not part of the deal.


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