Ripple Analytics Inc. v. People Center, Inc., d/b/a Rippling

24-490
Ripple Analytics Inc. v. People Center, Inc., d/b/a Rippling
United States Court of Appeals
For the Second Circuit
August Term 2024
Argued: February 14, 2025
Decided: August 26, 2025
No. 24-490
R IPPLE ANALYTICS INC.,
Plaintiff-Counter-Defendant-Appellant,
v.
PEOPLE C ENTER , INC., D/ B/ A RIPPLING,
Defendant-Counter-Claimant-Appellee.
Appeal from the United States District Court
for the Eastern District of New York
No. 2:20-cv-894
Gary R. Brown, Judge.

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Before: PARK , PÉREZ , and N ATHAN, Circuit Judges.
Ripple Analytics Inc. sued People Center, Inc. for trademark
infringement and unfair competition. But Ripple did not actually
own the trademark at issue—its Chairman and CEO Noah Pusey did.
So the district court (Brown, J.) dismissed with prejudice Ripple’s
trademark infringement claim under Federal Rule of Civil Procedure
17, dismissed without prejudice its unfair competition claims under
federal and state law, and denied its motion to file an amended
complaint. We reject Ripple’s arguments on appeal challenging those
decisions. First, the district court correctly dismissed Ripple’s
trademark infringement claim because Ripple was not the real party
in interest; Pusey was, and he failed to ratify the action under Rule 17.
Second, the district court correctly dismissed Ripple’s unfair
competition claims because Ripple failed to allege standing. Third,
the district court properly denied Ripple’s motion to file an amended
complaint because the proposed amendment did not resolve the
standing issue and would have been futile. Finally, the district court’s
interlocutory order granting People Center’s motion to amend its
answer is not properly before us on appeal. We thus AFFIRM.
N ICOLE A. S ULLIVAN, White and Williams LLP, New
York, NY (Thomas E. Butler, White and Williams LLP,
New York, NY, on the brief), for Plaintiff-Counter-
Defendant-Appellant.
J EREMY M. B YLUND, Willkie Farr & Gallagher LLP,
Washington, DC (E. Caroline Freeman, Bruce W. Baber,
King & Spalding LLP, Washington, DC and Atlanta, GA;

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Tim F. Williams, Dority & Manning, P.A., Greenville, SC,
on the brief), for Defendant-Counter-Claimant-Appellee.
PARK, Circuit Judge:
Ripple Analytics Inc. sued People Center, Inc. for trademark
infringement and unfair competition. But Ripple did not actually
own the trademark at issue—its Chairman and CEO Noah Pusey did.
So the district court (Brown, J.) dismissed with prejudice Ripple’s
trademark infringement claim under Federal Rule of Civil Procedure
17, dismissed without prejudice its unfair competition claims under
federal and state law, and denied its motion to file an amended
complaint. We reject Ripple’s arguments on appeal challenging those
decisions. First, the district court correctly dismissed Ripple’s
trademark infringement claim because Ripple was not the real party
in interest; Pusey was, and he failed to ratify the action under Rule 17.
Second, the district court correctly dismissed Ripple’s unfair
competition claims because Ripple failed to allege standing. Third,
the district court properly denied Ripple’s motion to file an amended
complaint because the proposed amendment did not resolve the
standing issue and would have been futile. Finally, the district court’s
interlocutory order granting People Center’s motion to amend its
answer is not properly before us on appeal. We thus affirm.
I. BACKGROUND
A. Factual Background
Drawing upon “nearly two decades of experience establishing
and building law firms in New York City,” attorney Noah Pusey co-
founded Ripple. App’x at 133. Ripple runs a software platform to

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assist companies with human resources-related functions, such as
employee feedback, performance tracking, and professional
development. On March 27, 2018, the U.S. Patent and Trademark
Office (“USPTO”) issued a federal trademark for the use of the word
“RIPPLE®” in connection with that software.
Once the trademark was registered, “Ripple’s shareholders and
board of directors decided that 100% of the company should be
acquired by Mr. Pusey.” Appellant’s Br. at 10. On April 13, 2018,
Ripple and Pusey entered into an Assignment and Assumption
Agreement (“Agreement”) that assigned “all right, title and interest
in and to” Ripple’s intellectual property, including trademarks, to
Pusey. App’x at 360.
Around that time, another company, People Center, applied to
the USPTO to register the mark “RIPPLING” for use in connection
with its own, similar, human resources-related software. Although
People Center eventually abandoned its effort to register the mark, it
continued to use RIPPLING as its business name.
B. Procedural History
On February 19, 2020, Ripple filed a complaint against People
Center, asserting claims for trademark infringement under 15 U.S.C.
§ 1114; unfair competition under Section 43(a) of the Lanham Act, 15
U.S.C. § 1125(a); and unfair competition under New York state law.
Ripple alleged that it “owns all right, title and interest in and to
the RIPPLE® mark” in connection with its software. App’x at 30.
Ripple further alleged that People Center had infringed on that

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trademark by using the word “RIPPLING” in connection with a
similar product. Id. at 30–31.
But during discovery, Ripple produced the Agreement, raising
questions about its alleged ownership of the trademark.
Subsequently, People Center moved for leave to amend its answer to
reflect Ripple’s lack of ownership, moved to dismiss the action under
Rule 17 for failure to prosecute in the name of the real party in interest,
and moved for summary judgment.
The district court granted People Center’s motion to dismiss
under Rule 17 and denied its other motions as moot. Special App’x
at 1. Although the district court dismissed with prejudice Ripple’s
trademark infringement claim, it dismissed without prejudice Ripple’s
unfair competition claims, despite plaintiff’s “delays and litigative
improprieties.” Id. at 11.
On August 22, 2023, Ripple moved for leave to file an amended
complaint with amended claims for unfair competition under 15
U.S.C. § 1125(a) and New York state law. On January 5, 2024, a
magistrate judge issued a Report and Recommendation denying
Ripple’s motion as futile because Ripple still lacked “the specificity
required to establish standing.” App’x at 330.
The district court adopted the Report and Recommendation
and closed the case. Ripple now appeals from the final judgment.

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II. DISCUSSION
A. Rule 17 Dismissal of Ripple’s Trademark Infringement Claim
Ripple argues that the district court erred in dismissing with
prejudice its trademark infringement claim under Rule 17. That
argument fails because Ripple is not the real party in interest—Pusey
is. And Pusey failed to ratify the action when he refused to be bound
by the result of Ripple’s lawsuit.
“A district court’s decision whether to dismiss pursuant to Rule
17(a) is reviewed for abuse of discretion.” Cortlandt St. Recovery Corp.
v. Hellas Telecomms., S.à.r.l., 790 F.3d 411, 417 (2d Cir. 2015) (cleaned
up). “A district court has abused its discretion if it has (1) based its
ruling on an erroneous view of the law, (2) made a clearly erroneous
assessment of the evidence, or (3) rendered a decision that cannot be
located within the range of permissible decisions.” Lynch v. City of
New York, 589 F.3d 94, 99 (2d Cir. 2009) (quotation marks omitted).
1. Ripple Is Not the Real Party in Interest
“An action must be prosecuted in the name of the real party in
interest.” Fed. R. Civ. P. 17(a)(1). “The real party in interest is the
party with the legal title to the claim asserted and is the party with the
stake in the controversy that is being used to invoke the court’s
jurisdiction.” Fund Liquidation Holdings LLC v. Bank of Am. Corp., 991
F.3d 370, 389 (2d Cir. 2021). Here, the district court correctly
concluded that Pusey, not Ripple, “is inarguably the real party in
interest.” Special App’x at 5.
Trademark ownership is a “necessary element[]” of a
trademark infringement claim under 15 U.S.C. § 1114, Island Software

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& Comput. Serv., Inc. v. Microsoft Corp., 413 F.3d 257, 259 (2d Cir. 2005),
and “only the owner of the trademark is entitled to sue for its
infringement,” Fed. Treasury Enter. Sojuzplodoimport v. SPI Spirits Ltd.,
726 F.3d 62, 75 (2d Cir. 2013) (quotation marks omitted). Federal
courts may thus “adjudicate the ownership of a trademark as part of
an infringement claim.” Fed. Treasury Enter. Sojuzplodoimport v. Spirits
Int’l N.V., 623 F.3d 61, 69 (2d Cir. 2010).
Ripple is not the real party in interest because it unambiguously
assigned all of its rights in any intellectual property, including
trademarks, to Pusey. The Agreement expressly states that Ripple
“assign[ed], convey[ed] and transfer[red] to [Pusey] . . . all right, title
and interest in and to” its intellectual property, including the
trademark at issue. App’x at 360. The assignment “include[d] all of
[Ripple’s] claims, causes of actions and right to sue for, as well as right
to settle or release from, the infringement by any third party of any
rights in and to” that intellectual property “whether such claims and
causes of action are filed, arose, or accrued before or after the
execution” of the Agreement. Id. Pusey is thus the real party in
interest, and Ripple has no legal title to any claim asserted here.
2. Pusey Failed To Ratify or Join the Action
Ripple argues that even if Pusey were the real party in interest,
he satisfied Rule 17 by ratifying the pleadings and agreeing to become
a plaintiff. So in dismissing the trademark infringement claim, Ripple
contends, the district court “imposed a higher standard than what is
required under Rule 17.” Appellant’s Br. at 29. We disagree.
Rule 17 requires that “[a]n action must be prosecuted in the
name of the real party in interest.” Fed. R. Civ. P. 17(a)(1). But “[t]he

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court may not dismiss an action for failure to prosecute in the name
of the real party in interest until, after an objection, a reasonable time
has been allowed for the real party in interest to ratify, join, or be
substituted into the action.” Id. at (a)(3). “After ratification, joinder,
or substitution, the action proceeds as if it had been originally
commenced by the real party in interest.” Id. “To ratify a suit, the
real party in interest must (1) authorize continuation of the action and
(2) agree to be bound by its result.” Fed. Treasury Enter., 726 F.3d at
83 (quotation marks omitted).
To be sure, a “Rule 17(a) substitution of plaintiffs should be
liberally allowed when the change is merely formal and in no way
alters the original complaint’s factual allegations as to the events or
the participants.” Advanced Magnetics, Inc. v. Bayfront Partners, Inc.,
106 F.3d 11, 20 (2d Cir. 1997). But “the district court retains some
discretion to dismiss an action where there was no semblance of any
reasonable basis for the naming of an incorrect party.” Id.
Here, Pusey failed to ratify Ripple’s action. Ripple repeatedly
asserted that any concerns about the real party in interest and
standing could be “easily” addressed by joinder or ratification, but it
stopped short of taking any steps to cure those issues. Special App’x
at 3 (quotation marks omitted). The district court gave Ripple “ample
opportunity, numerous reminders and more than a year to correct
[its] error, but [it] simply failed or refused to do so.” Id. at 6.
The closest Ripple came to ratification was to submit a
declaration by Pusey with its opposition to People Center’s motion
for leave to amend its answer. The Pusey declaration stated:

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I have been overseeing and participating in all legal
proceedings in this matter from the beginning. I have
read the complaint and am fully familiar with all of the
allegations in the complaint. Any judgment obtained in
this or any case pursuing the interests of Ripple will be
for my sole benefit; therefore I have a very strong interest
in the outcome of this case.
. . .
By this Declaration, I ratify all of Plaintiff’s allegations in
this case and each cause of action alleged. As a real party
in interest, I am prepared to step in immediately as
Plaintiff.
Special App’x at 3.
But that is not a ratification under Rule 17. The sine qua non of
ratification is agreeing to be bound by the result. See Fed. Treasury
Enter., 726 F.3d at 83; see also ICON Grp., Inc. v. Mahogany Run Dev.
Corp., 829 F.2d 473, 478 (3d Cir. 1987) (noting that the ratifying party
must “by acknowledgment or other ratifying instrument . . . agree to
be bound by any judgment resulting from the action”); Wieburg v.
GTE Sw. Inc., 272 F.3d 302, 307 (5th Cir. 2001) (same); Mutuelles Unies
v. Kroll & Linstrom, 957 F.2d 707, 712 (9th Cir. 1992) (same); Haxtun
Tel. Co. v. AT&T Corp., 57 F. App’x 355, 359 (10th Cir. 2003) (same); 6A
Wright & Miller’s Federal Practice & Procedure § 1555 (3d ed. 2010)
(defining ratification as “an arrangement by which the real party in
interest authorizes the continuation of an action brought by another
and agrees to be bound by its result, thereby eliminating any risk of
multiple liability”). Pusey said various things, but he never agreed to
be bound by the result of Ripple’s lawsuit. To say that one has a “very

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strong interest” in the outcome of a case or that any judgment in a
case would be for one’s “sole benefit” is not the same as agreeing to
be bound by the result of that case. Special App’x at 3.
The district court noted this deficiency “numerous times,” and
“counsel made no effort to supplement this ineffectual submission.”
Special App’x at 7. In light of the district court’s repeated efforts and
Pusey’s extensive legal experience, the failure to ratify is glaring.
Indeed, rather than complying with Rule 17, Ripple warned that
dismissal of its suit would lead to the “immediate filing by Pusey of
the exact same claims against [People Center] resulting in the parties
starting the process from scratch.” Id. The record is thus clear that
Pusey failed to ratify the suit, so the district court properly dismissed
it under Rule 17.
B. Dismissal of Ripple’s Unfair Competition Claims
Ripple argues that the district court erred in dismissing its
unfair competition claims. But the district court correctly concluded
that Ripple failed to allege standing to assert those claims.
“Where, as here, a case is at the pleading stage, the plaintiff
must clearly allege facts demonstrating” that it has standing to sue.
Spokeo, Inc. v. Robins, 578 U.S. 330, 338 (2016) (cleaned up). “We
review de novo a decision as to a plaintiff’s standing to sue based on
the allegations of the complaint and the undisputed facts evidenced
in the record.” Rajamin v. Deutsche Bank Nat’l Tr. Co., 757 F.3d 79, 84–
85 (2d Cir. 2014).
Ripple’s unfair competition claim under Section 43(a) of the
Lanham Act fails because it was based on the allegation that Ripple

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“owns all right, title and interest in and to the RIPPLE® mark.” App’x
at 30. Ripple alleged that People Center infringed its RIPPLE® mark
and that it suffered “damage to its trademark rights.” Id. at 31.
As described above, that allegation is not accurate. The
Agreement conveyed to Pusey “all right, title and interest in and to”
the trademark, including all of Ripple’s “claims, causes of action and
right to sue for . . . the infringement by any third party of any rights
in and to the [mark] . . . and all remedies associated therewith.”
App’x at 360. This broad assignment clearly covers Ripple’s unfair
competition claims here.
As to Ripple’s state-law claim for unfair competition, the
district court properly declined to exercise supplemental jurisdiction.
See Cangemi v. United States, 13 F.4th 115, 134 (2d Cir. 2021) (“[U]nder
the supplemental jurisdiction statute, a district court cannot exercise
supplemental jurisdiction unless there is first a proper basis for
original federal jurisdiction.” (quotation marks omitted)).
C. Denial of Ripple’s Motion To File an Amended Complaint
Ripple argues that the district court erred in denying its motion
to file an amended complaint. It argues that the magistrate judge’s
Report and Recommendation concluding that such an amendment
would be futile was “based on the erroneous legal finding that a user
must maintain a ‘proprietary interest’ in the trademark to have
standing.” Appellant’s Br. at 46. Ripple asserts that it stated valid
claims as a “user” and “implied licensee” of the mark, even though it
is not an owner of the mark. Id. We disagree.

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“While ordinarily, we review denial of leave to amend under
an abuse of discretion standard, when the denial of leave to amend is
based on a legal interpretation, such as a determination that
amendment would be futile, a reviewing court conducts a de novo
review.” Smith v. Hogan, 794 F.3d 249, 253 (2d Cir. 2015) (cleaned up).
Under 15 U.S.C. § 1125(a), “any person who believes that he or
she is or is likely to be damaged” by the false or misleading use of a
trademark is authorized to bring a civil action against the wrongdoer.
“Read literally, that broad language might suggest that an action is
available to anyone who can satisfy the minimum requirements of
Article III.” Lexmark Int'l, Inc. v. Static Control Components, Inc., 572
U.S. 118, 129 (2014). But the Supreme Court has rejected “such an
expansive reading” of § 1125, holding that the “statutory cause of
action extends only to plaintiffs whose interests fall within the zone
of interests protected by the law invoked.” Id. (quotation marks
omitted). More specifically, plaintiffs “must allege an injury to a
commercial interest in reputation or sales.” Id. at 131–32; see also Souza
v. Exotic Island Enters., Inc., 68 F.4th 99, 118 (2d Cir. 2023) (“[A] plaintiff
must demonstrate injury specifically to a ‘commercial interest in
reputation or sales.’” (quoting Lexmark, 572 U.S. at 131–32)); Berni v.
Int’l Gourmet Rests. of Am., Inc., 838 F.2d 642, 648 (2d Cir. 1988) (“[A]t
a minimum, standing to bring a section 43 claim requires the potential
for a commercial or competitive injury.”).
Ripple is thus correct that it need not be the owner of the
trademark to assert a claim under § 1125. Nonetheless, the district
court correctly explained that Ripple must show that it has at least
some reasonable commercial interest to protect.

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Ripple’s proposed amended complaint fails to allege any such
interest. It alleges that Ripple “has been the continuous user of the
mark” since 2015, notwithstanding the assignment to Pusey. App’x
at 283. And it contends that People Center’s “unlawful use” of the
RIPPLE® mark was “intended to co-opt the goodwill” in the mark
and has caused “confusion, mistake and deception.” Id. at 296. That
is not enough.
The assignment to Pusey included all “right, title, and
standing” to “[i]nstitute and prosecute” any suit to “collect, assert, or
enforce any claim, right or title of any kind” to the RIPPLE® mark.
App’x at 362. So the express terms of the Agreement prohibit Ripple
from bringing suit. See generally 6 McCarthy on Trademarks and
Unfair Competition § 32:12 (5th ed. 2021) (“[I]f the license agreement
prohibits the licensee from having the right to sue, then it has no right
to sue under § 43(a).”); see also Fin. Inv. Co. (Bermuda) Ltd. v. Geberit
AG, 165 F.3d 526, 532 (7th Cir. 1998) (“Even assuming they met the
statutory requirement of being a person who believes that he or she is
likely to be damaged by a likelihood of confusion, the express terms
of the license prohibited any of them from bringing suit in their own
capacity.” (quotation marks omitted)); Kroma Makeup EU, LLC v.
Boldface Licensing + Branding, Inc., 920 F.3d 704, 708 (11th Cir. 2019)
(holding that a licensee did not have standing to sue under § 43(a)
because of “the rights granted to the licensee in the licensing
agreement” (quotation marks omitted)).
Ripple’s proposed amended complaint thus fails to establish
standing, and the district court properly denied Ripple’s motion.

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D. People Center’s Motion To Amend Its Answer
Finally, Ripple argues that the district court erred in allowing
People Center to amend its answer to assert an affirmative defense of
standing. The district court initially allowed People Center to amend
its answer, App’x at 15, but later denied the motion as moot, Special
App’x at 12. “All interlocutory orders remain subject to modification
or adjustment prior to the entry of a final judgment adjudicating the
claims to which they pertain.” Grace v. Rosenstock, 228 F.3d 40, 51 (2d
Cir. 2000). This issue is not a proper subject of appeal because the
district court’s later denial of the motion was within its authority and
obviates Ripple’s challenge of the earlier decision to grant leave to
amend. See, e.g., United States v. LoRusso, 695 F.2d 45, 53 (2d Cir. 1982)
(“[W]hether the case sub judice be civil or criminal, so long as the
district court has jurisdiction over the case, it possesses inherent
power over interlocutory orders, and can reconsider them when it is
consonant with justice to do so.” (cleaned up)).
III. CONCLUSION
For the foregoing reasons, we affirm the judgment of the
district court.

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