Shawn Thomas; The Tabletop Adventure, L.L.C. v. Leyline Publishing, L.L.C., doing business as Geek Therapeutics; Leyline Education, P.L.L.C.; Anthony Bean, PhD; Alicia Figliuolo — Fifth Circuit affirms summary judgment because a licensing agreement authorized use of the tabletop-game content

Background

Shawn Thomas developed the therapeutic tabletop role-playing game Realms of Kymoria, or RoK, and formed The Tabletop Adventure, L.L.C. to market its intellectual property. Anthony Bean owned Leyline Education and Leyline Publishing, associated with Geek Therapeutics, while Alicia Figliuolo served as Director of Education and Training. After discussing a joint venture, TableTop and Leyline executed a second licensing agreement in March 2022. The first licensing agreement was no longer operable. The SLA made Thomas Creative Director, authorized Leyline to sell, lease, or use purchased RoK content, reserved Thomas's ownership of the overall Kymoria setting and IP pending a possible future sale, and established writing rates, invoicing procedures, royalties, and deferred Kickstarter payments.

The parties later disagreed over anticipated changes to Wizards of the Coast's Open Game License. TableTop proposed replacing RoK's Dungeons & Dragons compatibility with an independent system; Leyline objected and proceeded under the SLA. TableTop's April 2023 cease-and-desist letter demanded an end to RoK reproduction and distribution, destruction of materials, and assignment of the trademark application. TableTop sued in December 2024, alleging intellectual-property infringement and unauthorized use of Thomas's name and image. The district court granted Leyline summary judgment across the claims.

The Court’s Holding

Reviewing summary judgment de novo, the Fifth Circuit affirmed. It addressed the derivative-works issue despite TableTop's failure to argue it in response to summary judgment because the issue appeared in the complaint, Leyline's motion, and the district court's decision, and Leyline could respond on appeal. New supporting arguments were nevertheless forfeited. The court held the SLA valid and enforceable under Texas law: TableTop drafted and submitted it, Bean signed it, and TableTop performed and invoiced under it for a year. The absence of Thomas's signature did not defeat formation because the agreement did not expressly require both signatures.

TableTop conceded that every submitted invoice was paid but argued that unpaid, unbilled content was unlicensed. The panel held that TableTop failed to identify specific content Leyline used or planned to use without a license, independently warranting affirmance. It also rejected the proposed prepayment construction because the SLA permitted revenue-generating use before staggered payment. Leyline's agreement to pay, rather than completed payment, triggered authorization for submitted content, including unbilled content. The derivative-works claim separately failed because TableTop never identified the allegedly unauthorized derivative material; the SLA also did not prohibit derivative marketing material.

The court rejected the trademark argument because the SLA's own-branding language permitted Geek Therapeutics branding without prohibiting marketing as Realms of Kymoria, and the agreement—not a nonexistent RoK trademark—authorized the uses. The name-and-image claims failed because founder and co-creator descriptions were true, authorized, and consistent with TableTop's own complaint, while withdrawal did not revoke the binding SLA. TableTop also identified no instance of Leyline calling Thomas Creative Director. Finally, the valid SLA governing compensation barred unjust enrichment; withholding invoices did not create a genuine coverage dispute. The judgment for all defendants was affirmed.

Key Takeaways

• A content owner opposing summary judgment must identify the specific copyrighted or derivative material allegedly used without authorization and explain the supporting record evidence.
• The SLA's deferred-payment provisions defeated TableTop's argument that Leyline had to pay every invoice before using any submitted content.
• Permission to use content under Geek Therapeutics' own branding did not prohibit Leyline from marketing that content under the Realms of Kymoria name.
• A unilateral cease-and-desist letter and withdrawal from the project did not revoke the parties' binding licensing agreement.
• Truthful founder and co-creator descriptions, contractual credit provisions, and the governing SLA defeated the appealed name-and-image and unjust-enrichment theories.

Why It Matters

The decision applies established summary-judgment and Texas contract principles to a collaborative game-development dispute rather than announcing a general rule that every unbilled work is licensed. Its result rested on this SLA's express authorization, payment schedules, TableTop's performance and concessions, and its repeated failure to identify particular unauthorized content.

The opinion also separates preservation of a broad issue from preservation of new supporting arguments. It reached the derivative-works issue because it was pressed or passed on below and Leyline suffered no prejudice, while declining to consider new appellate arguments, the abandoned breach theory, and unbriefed libel, slander, and invasion-of-privacy issues.