Fifth Circuit affirms summary judgment for Leyline Publishing in tabletop game license dispute with Shawn Thomas and The Tabletop Adventure

What the court decided

The Fifth Circuit decided Thomas v. Leyline Publishing, L.L.C., No. 26-10136, in a published opinion filed November 4, 2026. The opinion lists the panel as Elrod, Chief Judge, and King and Stewart, Circuit Judges, and Carl E. Stewart, Circuit Judge, wrote it. The appeal came from the Northern District of Texas, No. 3:24-CV-3061. The caption lists the plaintiffs-appellants as Shawn Thomas and The Tabletop Adventure, L.L.C., an Iowa company, and the defendants-appellees as Leyline Publishing, L.L.C., a Texas limited liability company doing business as Geek Therapeutics; Leyline Education, P.L.L.C., a Texas professional limited liability company; Anthony Bean, PhD; and Alicia Figliuolo. The court affirmed the district court's summary judgment for the defendants. (Slip op. 1, 26.)

The background, as the opinion describes it

According to the opinion, Thomas began creating a therapeutic tabletop role playing game in 2018, adopted the name Realms of Kymoria for it in 2021, and formed The TableTop Adventure, L.L.C., to market and distribute the associated intellectual property. The plaintiffs and Leyline entered two licensing agreements. The parties agree the first is no longer operable. The second (the "SLA") was drafted by the plaintiffs and executed in March 2022. It assigned Thomas the role of "Creative Director" and authorized Leyline to sell, lease, or use the game content it purchased from the plaintiffs, and it set per-word rates, hourly rates, and royalty payouts, with staggered payments for products intended for a crowdfunding campaign. (Slip op. 2 to 4.)

The opinion says the SLA provides that "[t]he content that is allowed to be used will be limited to what is purchased by Leyline Publishing," and that each module or training item "purchased from Shawn by paying the agreed upon fees will be owned by Leyline Publishing." (Slip op. 3 to 4.) In developing and marketing the game content, the parties planned to use an open game license, which the opinion describes as a public copyright license, created by a third-party game company. In December 2022 the parties learned through a purported internet leak that the company intended to make large-scale changes to the license; the plaintiffs proposed overhauling the game, and Leyline objected. In March 2023 Leyline notified the plaintiffs it would proceed under the SLA, and in April 2023 the plaintiffs' counsel sent a cease-and-desist letter. The plaintiffs sued in the Northern District of Texas in December 2024. (Slip op. 5 to 7.)

The district court case, No. 3:24-cv-03061 (N.D. Tex., Dallas Division), was filed December 6, 2024, and is assigned to Judge Jane J. Boyle. The court denied the plaintiffs' motion for a temporary restraining order and preliminary injunction on June 10, 2025 (ECF No. 42). On January 21, 2026, it granted the defendants' motion for summary judgment (ECF No. 71) and entered judgment (ECF No. 72). Its memorandum opinion divides the nine-count complaint into three intellectual property counts, for direct copyright infringement (Count I), secondary copyright infringement through inducing the creation of derivative works (Count II), and trademark infringement (Count III), and six name-and-image counts (Counts IV to IX), which include false endorsement and unfair competition under the Lanham Act and unjust enrichment. (Slip op. 7 to 9, 12; ECF No. 71 at 1 to 2, 7, 12 to 13, 15.)

The court's reasoning on the license and the derivative works claim

The court reviewed the summary judgment de novo. It applied Texas law to the SLA, citing Lulirama Ltd., Inc. v. Axcess Broadcast Services, Inc., 128 F.3d 872, 880 n.7 (5th Cir. 1997), for the rule that Texas law governs whether the parties contractually created a license to the extent it is not inconsistent with the Copyright Act and its policies. It agreed with the district court that Leyline established that the SLA was a valid and enforceable contract: the plaintiffs drafted it, Bean signed and dated it on March 7, 2022, and the plaintiffs conceded they performed services under it from March 2022 through March 2023. The SLA does not contain Thomas's signature; the court agreed with the district court that under Texas law a contract need not be signed unless the parties explicitly require signatures as a condition of their mutual assent, and because the SLA does not expressly require both signatures, it considered the SLA valid. (Slip op. 9, 12 to 14 and n.5.)

On scope, the court held "as a matter of law that the SLA 'is not ambiguous and will be enforced as written.'" It called the plaintiffs' reading, under which Leyline could use only content it had paid for by invoice, not reasonable, and agreed with the district court that under the plain terms of the SLA, Leyline's agreement to pay for the content, not its ultimate payment, triggers its license to use and sell it. It concluded that Leyline was authorized to use the content the plaintiffs submitted, including content for which they had not yet billed Leyline. It noted the plaintiffs conceded that every invoice they submitted was paid in full, and it said it could affirm on this issue solely because the plaintiffs failed to carry their summary judgment burden of identifying specific evidence that Leyline distributed their content in contravention of the SLA's terms. (Slip op. 14 to 18.)

On the derivative works claim, the court cited 17 U.S.C. 101 and 106(2) and Nola Spice Designs, L.L.C. v. Haydel Enterprises, Inc., 783 F.3d 527, 551 (5th Cir. 2015), for the definition of a derivative work and the owner's exclusive right to prepare one. It said it could affirm for that reason alone because the plaintiffs failed to explain, in the district court or on appeal, what derivative-work content Leyline allegedly used without authorization, and it added that the SLA makes no mention of the plaintiffs' derivative works and authorizes Leyline to incorporate the content into a business model for sale, lease, or use. The court said the plaintiffs, as drafters, could have added language limiting that use but did not. The opinion records that the plaintiffs conceded they made no argument on the derivative works claim in their summary judgment response; the court reached the claim on the merits because the district court addressed it and Leyline had an opportunity to respond on appeal. (Slip op. 10 to 11, 18 to 20.)

Trademark and name-and-image claims

The court rejected the argument that the district court inferred a trademark license contrary to the SLA, reasoning that the SLA, not a trademark, authorized Leyline to use, sell, and incorporate the content, and that the SLA postponed ownership of the setting and intellectual property as a whole to a future discussion. (Slip op. 20 to 21.) On the name-and-image claims, which included defamation, misappropriation, and false endorsement and unfair competition under the Lanham Act, 15 U.S.C. 1114(1)(a), the court rejected the argument that the cease-and-desist letter revoked the SLA, and said the record supports the district court's determination that Leyline's portrayal of Thomas as a founder and co-creator was true, authorized, and governed by the SLA, noting that the plaintiffs' own complaint described Thomas the same way. It also affirmed summary judgment on the unjust enrichment claim on the ground that it is barred by the terms of the SLA. (Slip op. 21 to 26.)