April 11, 2025|Franchise Frontlines
April 11, 2025 | United States District Court for the District of Massachusetts | Published Opinion
Executive Summary
In Rooterman, LLC v. Belegu, 778 F. Supp. 3d 298 (D. Mass. 2025), the district court ruled on a franchisor’s motion for a preliminary injunction following termination of thirteen franchise agreements. The court denied an injunction based on trademark claims because it found no ongoing threat of irreparable harm, stating that “judicial intervention is not necessary to prevent future harm.” Id. at 306. However, the court granted a substantial injunction enforcing the franchise noncompetition covenant, concluding that the defendants’ post-termination plumbing and water-damage-restoration operations directly overlapped with franchisor-authorized services and that the franchisor demonstrated a likelihood of success. The court reformed the three-year noncompetition provision to a two-year period, rejected the franchisees’ argument that alleged franchisor breaches excused performance, and extended the injunction to affiliated companies formed by the former franchisee. The decision offers franchisors valuable guidance on post-termination enforcement, preliminary injunction standards, and the treatment of franchise noncompetes under Massachusetts law.
Relevant Background
According to the opinion, the franchisor licenses the “Rooterman” trademarks and operates a system offering plumbing, sewer, drain cleaning, and water-damage-restoration services. Between 2019 and 2021, the defendant franchisee entered into “thirteen materially identical agreements” granting him rights to operate Rooterman franchises in specific zip codes across New Jersey, New York, and Pennsylvania. Rooterman, 778 F. Supp. 3d at 303. The agreements required that within thirty days of termination, the franchisee must “cease to hold himself or herself out as [a Rooterman] System franchise,” “cease the use of the [Rooterman] Trademarks,” request removal of Rooterman branding from internet listings, and return “all manuals and printed materials belonging to [Rooterman].” Id. at 303–04.
The agreements also contained restrictive covenants, including a noncompetition clause prohibiting the franchisee and related persons from “directly or indirectly engag[ing] in” or “be[ing] involved in any way with any of the services comprising the [Rooterman] System” for three years “within the Territory [of the franchise], within 100 miles of the Territory or within 100 miles of any territory covered by another FRANCHISEE.” Id. at 303–04. An employee-nonsolicitation clause likewise barred attempts to hire employees of Rooterman or any Rooterman franchise.
In September 2024, the franchisor terminated all thirteen agreements “for failure to pay royalties and other fees.” Id. at 304. Following termination, the defendants continued to operate two other companies—Water Damage Restoration Ltd. and 911 Sewer & Drain Corporation. The court observed that 911 Sewer advertised “24/7 Emergency Plumbing Services,” “Drain Cleaning,” “Water Heater Repair/Installation,” “Sewer Line Repair/Replacement,” and water-damage-restoration services—services that “overlapped with those provided by Rooterman franchises.” Id. at 307.
The franchisor alleged that the former franchisee did not initially disaffiliate from the Rooterman brand. The defendants maintained the website “www.rootermanplumberservices.com,” which displayed Rooterman marks, and certain third-party websites continued to show Rooterman-related listings. The record also showed that the former franchisee later “wrote letters to third-party websites asking them to take down references to Rooterman” and disabled remaining web pages after the franchisor notified him of their existence. Id. at 306.
Rooterman sued for trademark infringement under 15 U.S.C. §§ 1114 and 1125 and for breach of contract. The franchisor moved for a preliminary injunction to bar trademark use, compel return of telephone numbers and materials, enforce nonsolicitation, and enforce the noncompetition provision. The court held a hearing and issued a detailed written decision.
Decision
The court reiterated that a preliminary injunction is an “extraordinary remedy never awarded as of right,” quoting the Supreme Court’s instruction that plaintiffs must carry a heavy burden. Rooterman, 778 F. Supp. 3d at 305 (quoting Winter v. Nat. Res. Def. Council, 555 U.S. 7, 24 (2008)).
On the trademark claim, the court held that Rooterman failed to establish irreparable harm. Although in trademark cases harm may include damage to goodwill and loss of control, the court emphasized that injunctions are “rarely warranted where no threat of future harm exists.” Id. at 306. The court cited evidence that the defendants “stated that they would discontinue use of Rooterman’s marks,” “made efforts to change their internet advertising and listing to eliminate Rooterman’s marks,” and “stopped using the ‘www.rootermanplumberservices.com’ website and Rooterman’s marketing materials.” Id. Finding no ongoing misuse, the court held that “judicial intervention is not necessary to prevent future harm.” Id.
The court also declined to issue an injunction mandating return of telephone numbers. While the agreements required return of certain materials, Rooterman “has not provided adequate information about these telephone numbers for the Court to determine whether [defendants] have a contractual duty to transfer them” or whether Rooterman would suffer irreparable harm absent their return. Id.
On the nonsolicitation clause, the court denied relief because “Rooterman has offered no evidence whatsoever that [defendants] have engaged in, or intend to engage in, any such conduct.” Id. at 307.
The court devoted its most extensive analysis to enforcement of the noncompetition provision. It held that Rooterman demonstrated a likelihood of success because the defendants’ post-termination businesses “offer services that overlapped with those provided by Rooterman franchises,” including water-damage restoration and basic plumbing work. Id. at 307. Addressing enforceability, the court stated that Massachusetts law allows covenants if they are reasonable in time, space, and purpose, noting that such covenants protect legitimate interests including confidential information and goodwill. Rooterman had provided the former franchisees with “confidential materials,” including “an operations manual, marketing playbook, vendor contact list, and phone scripts,” and the court concluded that “even following the return of these materials,” Rooterman had a legitimate interest in preventing use of information the franchisee “might have retained.” Id.
The court rejected the argument that Rooterman materially breached the agreements. It wrote: “On this record, the Court is unpersuaded that Rooterman committed a material breach.” Id. at 309. The agreements gave Rooterman “broad discretion” regarding training and support, and the defendants’ allegations of inadequate assistance or brand protection did not rise to a breach of an “essential and inducing feature of the contract.” Id.
The court also held that the franchisor’s narrowed geographic request—limited to the zip codes that constituted the franchise territories—was reasonable. Although the contract’s original three-year duration was too long, the court held that “three years [is] an unreasonably long duration” and reformed the term to “a two-year period from termination of the franchise agreements.” Id. at 308.
As to irreparable harm, the court found that the defendants’ ongoing operations in the same territories “pose[] a risk to Rooterman’s goodwill,” which courts treat as irreparable. Id. at 309. The agreements expressly contemplated injunctive relief, which the court gave weight.
Finally, although two defendant companies were not franchise signatories, the court extended the injunction to them. Quoting Massachusetts law, the court explained that “a stranger to a noncompetition agreement who is aware of the agreement may be enjoined from violating the agreement” when reasonable. Id. at 310 (quoting Alexander & Alexander, Inc. v. Danahy, 488 N.E.2d 22, 30 (Mass. App. Ct. 1986)). Because the former franchisee organized both companies while operating the franchises and served as president or operator of them, the injunction properly prevented them “from obtaining benefits from [the] violation of the noncompetition covenant[].” Id. at 310.
Looking Forward
This decision illustrates how carefully drafted franchise agreements and strong evidentiary records support preliminary injunctive relief, even when courts scrutinize the scope of restrictive covenants. The court’s approach shows the importance of documenting the confidential materials provided to franchisees, including operations manuals and system information, because those documents underpinned the finding of legitimate business interests. The court’s emphasis on goodwill protection and customer-based confusion reinforces that franchisors benefit from expressly tying system support and customer acquisition efforts to the brand, which increases the likelihood of enforcement. The decision also highlights the need for franchisors to show ongoing or imminent trademark misuse when seeking emergency injunctive relief; defendants’ prompt disaffiliation undermined Rooterman’s request on that issue. At the same time, the court’s willingness to reform and enforce a noncompetition covenant, extend it to associated entities, and reject arguments that franchisor performance excused compliance underscores that brand-protection provisions remain enforceable when grounded in legitimate interests and applied in a tailored manner. The ruling provides franchisors with clear guidance on the evidence and contractual language necessary to obtain preliminary injunctions following termination and reflects how federal courts may balance contractual expectations, territorial delineations, and system standards when former franchisees attempt to operate competing businesses.
This article is based solely on the opinion of the Court in this matter. The author has not conducted any independent investigation into the facts. For the avoidance of doubt, each statement related to the law and facts in this article is drawn from the Court’s opinion in this case.
Thomas O’Connell is a Shareholder at Buchalter APC and Chair of the firm’s Franchise Practice Group. For questions about this article or media inquiries, you can contact Tom at toconnell@buchalter.com.
This communication is not intended to create, and does not create, an attorney-client relationship or any other legal relationship. No statement herein constitutes legal advice, nor should it be relied upon or interpreted as such. This communication is for general informational purposes only and is not a substitute for legal counsel. Readers should not act or refrain from acting based on any information provided without seeking appropriate legal advice specific to their situation. For more information, visit www.buchalter.com.
