What is the relationship between the use of Camp Margaritaville's trademarks, as described in Item 13, and the litigation involving Margaritaville Enterprises in Item 3, considering the franchisor's responsibilities outlined in Item 1?
Camp_Margaritaville Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 13: TRADEMARKS]
Margaritaville Enterprises has made all required renewal and affidavit filings for the registrations identified above. The registrations are in good standing. The registration identified at #1 above covers "providing campground facilities", in International Class 43. The registrations identified at #2 and #3 above cover "resort lodging services", in International Class 43.
Margaritaville Enterprises owns multiple federal trademark registrations for the MARGARITAVILLE trademark, including without limitation, incontestable U.S. Reg. Nos. 3855017 and 4135785, for hotels and resort hotels, respectively.
Margaritaville Enterprises granted us the rights to use and sublicense the Camp Margaritaville Intellectual Property under a trademark license agreement dated January 14, 2019 ("Trademark License Agreement"). The Trademark License Agreement has a term concurrent with the termination or expiration of the last sub-license or franchise agreement to a developer/operator of a Camp Margaritaville Resort. So long as the term of any such sub-license or franchise agreement is in effect, the Trademark License Agreement may not be terminated and a party's remedy for breach shall be limited to monetary damages and equitable remedies (excluding termination).
Margaritaville Enterprises has the exclusive right to use and sublicense to others, such as us, in connection with hospitality and other businesses, the intellectual property rights related to any works authored by Jimmy Buffett that are 100% owned and controlled by him, in addition to a non-exclusive right and license to sublicense Jimmy Buffett's personality rights under a License Agreement between Margaritaville Enterprises and Jimmy Buffett dated February 27, 2014. Our relationship with Jimmy Buffett is further described in Item 18.
The only lien or encumbrance against the Camp Margaritaville Intellectual Property is a security interest granted to HPS Investment Partners, LLC, pursuant to a security agreement dated as of June 17, 2022. Within 30 days of the signing of any Franchise Agreement, we will obtain from HPS Investment Partners, LLC, and deliver to you, a non-disturbance certificate in the form of Exhibit G to the Franchise Agreement. No other agreement significantly limits our rights to use or license the Camp Margaritaville Intellectual Property in a manner material to the franchise. [Item 3: LITIGATION]
ITEM 3. LITIGATION
Other than the actions described below, there is no litigation that must be disclosed in this Item.
Boss Investments Limited a/k/a Boss Investments Ltd. v. Margaritaville of Bahamas, LLC, Margaritaville Enterprises, LLC, Margaritaville Holdings LLC, and James Wiseman (Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, Case No. 2018-Ca-013658).
On October 26, 2018, Boss Investments Ltd. ("Boss") filed a complaint against Margaritaville of Bahamas, LLC, Margaritaville Enterprises, LLC, Margaritaville Holdings LLC, and James Wiseman, seeking a declaratory judgment, permanent injunctive relief, and damages. The complaint arose out of a Trademark Sub-License Agreement, dated as of June 4, 2014, by and between Margaritaville of Bahamas, LLC and Boss ("Boss Agreement"). Boss alleged that another trademark license agreement signed by the defendants in connection with a resort development in the Bahamas that includes a hotel and condominiums ("Bahamian Hotel"), violated the Boss Agreement.
This matter was settled pursuant to the Amended Confidential Mediated Settlement Agreement (the "Settlement Agreement") and Third Amendment to Trademark Sub-License Agreement, dated as of December 30, 2020. Pursuant to the Settlement Agreement, the case was voluntarily dismissed with prejudice as of January 8, 2021. Without admitting any liability for the claims, under the Settlement Agreement, the corporate defendants agreed to pay to Boss 50 percent of future royalties from food and beverage, and certain merchandise, from the Bahamian Hotel. As part of the Settlement Agreement, prior restrictions under the Boss Agreement in the Bahamas were released except for certain restrictions in Paradise Island and Nassau.
[Item 1: THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES]
To simplify the language in this disclosure document, "we," "us" or "our" means Margaritaville RV Resorts, LLC, the franchisor. "You" means the entity acquiring a franchise. The direct and indirect owners of a Controlling Ownership Interest (defined in Item 15) in you which we periodically specify must sign the Guaranty, which means that all provisions of the Franchise Agreement (Exhibit B) also will apply to them. We expect that only entities, and not individuals, will acquire our franchises.
Our Company History and Parents
We are a limited liability company formed in Delaware. Our principal business address is 6900 Turkey Lake Road, Suite 200, Orlando, Florida 32819. If we have an agent for service of process in your state, we disclose that agent in Exhibit A. We do business only under our company name and the Camp Margaritaville Intellectual Property (defined below). We have never operated Camp Margaritaville Resorts. As of December 31, 2024, there were 5 licensed/franchised Camp Margaritaville Resorts operating in the United States.
We have no predecessors and no business activities that are not described here. One of our parent companies is Margaritaville Enterprises, LLC, whose principal business address is the same as ours. Another one of our parent companies is Margaritaville Holdings LLC, whose principal business address is 256 Worth Ave., Suite Q-R, Palm Beach, Florida 33480. We have offered franchises for Camp Margaritaville Resorts since July 2021 and have never offered franchises in any other line of business. Prior to offering franchises, we, through affiliated entities, entered into trademark license agreements for Margaritaville-branded RV resorts (including Camp Margaritaville Resorts) in some locations.
Franchise Rights for Camp Margaritaville Resorts
The "Camp Margaritaville System" means the concept and system associated with the establishment and operation of Camp Margaritaville Resorts, as we periodically modify it. The Camp Margaritaville System now includes: (a) the trade name, trademark, and service mark "CAMP MARGARITAVILLE," "CAMP MARGARITAVILLE RV RESORT," and other trade names, trademarks, service marks, logos, slogans, trade dress, domain names, and other source and origin designations (including all derivatives) that we or our affiliates periodically develop and we periodically designate for use with the Camp Margaritaville System (collectively, the "Licensed Marks"); (b) all copyrightable materials that we or our affiliates periodically develop and we periodically designate for use with the Camp Margaritaville System, including the Manual (defined below); (c) all current and future photographic works, books, articles, films videos and other audio-visual works, artwork, drawings, recipes and other works of authorship 100% owned by Jimmy Buffett, Coral Reefer Music, and/or The James W. Buffett 1990 Trust (as amended); (d) the personality rights of Jimmy Buffett, including, but not limited to, his name, likeness, signature, photograph, gestures, distinctive appearances and mannerisms; (e) marketing materials (including advertising, marketing, promotional, and public relations materials), architectural drawings (including the Design Standards (defined below) and all architectural plans, designs, and layouts, such as site, floor, plumbing, lobby, electrical, and landscape plans), building designs, and business and marketing plans, whether or not registered with the U.S. Copyright Office, that utilize any of the items mentioned in (a)-(d) (collectively, "Copyrighted Materials") (items (a) – (e) collectively referred to as "Camp Margaritaville Intellectual Property"); (f) all Confidential Information (defined in Item 14); (g) the standards we periodically specify detailing certain design criteria that we require you to incorporate into the layout of your Resort, as we determine them ("Design Standards"); (h) the central reservations system and related services for Camp
Let you use the Camp Margaritaville Intellectual Property in accordance with the Franchise Agreement and the Manual. (Franchise Agreement, Article VIII)
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- Let you use our Confidential Information and Copyrighted Materials in accordance with the Franchise Agreement and the Manual. (Franchise Agreement, Article XI)
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- Take all actions we deem reasonably necessary to protect and promote the trademarks, the Camp Margaritaville System and the operations and goodwill of the Resort. (Franchise Agreement, Sections 8.10-8.11)
You may use the Camp Margaritaville Intellectual Property in operating the Resort. Margaritaville Enterprises has registered and applied to register the following principal Licensed Marks on the Principal Register of the United States Patent and Trademark Office ("PTO"):
What This Means (2025 FDD)
According to the 2025 FDD, Camp Margaritaville's ability to grant franchisees the right to use its trademarks is based on a Trademark License Agreement with Margaritaville Enterprises, LLC. Item 13 states that Margaritaville Enterprises owns multiple federal trademark registrations for the MARGARITAVILLE trademark and has granted Margaritaville RV Resorts, LLC (the franchisor) the rights to use and sublicense the Camp Margaritaville Intellectual Property under a trademark license agreement dated January 14, 2019. This agreement remains in effect as long as any franchise agreement is active, and its breach is limited to monetary damages and equitable remedies, excluding termination. This means Camp Margaritaville franchisees are permitted to use the Camp Margaritaville Intellectual Property in operating their resort. The franchisor also has the responsibility to protect and promote these trademarks.
Item 3 discloses a past litigation case involving Margaritaville Enterprises, LLC, which is one of Camp Margaritaville's parent companies. The case, Boss Investments Limited a/k/a Boss Investments Ltd. v. Margaritaville of Bahamas, LLC, Margaritaville Enterprises, LLC, Margaritaville Holdings LLC, and James Wiseman, was related to a trademark sub-license agreement and a resort development in the Bahamas. The matter was settled in December 2020, with the corporate defendants agreeing to pay Boss 50 percent of future royalties from food and beverage, and certain merchandise, from the Bahamian Hotel. The case was voluntarily dismissed with prejudice as of January 8, 2021. While this litigation doesn't directly restrict Camp Margaritaville's franchising activities, it highlights the importance of trademark rights and potential disputes that can arise from licensing agreements.
Item 1 outlines Camp Margaritaville's responsibilities as a franchisor, including letting franchisees use the Camp Margaritaville Intellectual Property in accordance with the Franchise Agreement and the Manual. It also states that Camp Margaritaville will take actions deemed reasonably necessary to protect and promote the trademarks, the Camp Margaritaville System, and the operations and goodwill of the Resort. The franchisor also owns any internet website incorporating the Camp Margaritaville Intellectual Property within a top-level URL. This indicates that Camp Margaritaville is actively managing and protecting its brand and intellectual property, which is crucial for maintaining the value and consistency of the franchise system. Prospective franchisees should be aware of the importance of adhering to the franchisor's guidelines for trademark usage and brand representation to avoid potential legal issues and to uphold the integrity of the Camp Margaritaville brand.