(c) licensor's claims about competitor's allegedly worse licenses were opinion, not falsifiable fact

Tresóna Multimedia, LLC v. Pre-Cleared Ltd. D/B/A ClicknClear, 2026 WL 480858, No. 25-cv-6202 (GBD) (S.D.N.Y. Feb. 19, 2026)

Tresóna, a music copyright licensing entity, sued competitor ClicknClear for NY state and federal false advertising. The court dismissed the claim.

Since 2009, Tresóna has allegedly been issuing music licenses, on behalf of music rightsholders, to a “niche market” of “scholastic, community, and professional organizations.” Its main clients “include vocal ensembles, marching bands, color guards, show choirs, and other similar performing arts groups.” Its licenses cover certain musical works and sound recordings, including for “print, synchronization, dramatic performance, and remixing.”

ClicknClear entered the U.S. market in or about 2016 and later attempted to move into the “niche market” that Tresóna operates in – issuing licenses for musical works and sound recordings to scholastic, community, and professional organizations. It offers “licenses to various performance sports in which teams perform alongside recorded music, including artistic swimming, cheerleading, color guard, dance, dressage, figure skating, fitness, gymnastics, indoor skydiving, jump rope, and band/vocal ensembles.”

ClicknClear’s website informs consumers that “[t]here is often misleading information about what rights are required for ensembles to make an arrangement of music to accompany your routine.” ClicknClear states that “the rights that are needed to use a song in your performance” include the right to 1) “[p]ractise alone;” 2) “[s]et choreography to the song(s);” 3) “make copies of the arrangement for personal (practise) use; and 4) “[p]erform the routine in public with music: practise and competition.” ClicknClear states that “ClicknClear offer[s] all of these rights with our standard license.”

ClicknClear further purports to offer “legal services,” on its website, including “legal advice for owners and users of intellectual property rights, copyright and related rights.” And it offers a “License Verification System” (“LVS”) feature on their website that purports to evaluate and verify third party licenses, including Tresóna’s licenses. Users select the events at which the user is performing or competing, upload a sound recording of the sound, and upload proof of licensing documentation. The LVS returns one of three possible outcomes for the user; “green” for licensed, “yellow” for unverified, and “red” for unlicensed. The LVS only returns an automatic “green” result if the license is from ClicknClear, while any license issued by third parties will return a “yellow” result. ClicknClear has stated that when consumers receive an “unlicensed” or “unverified” result via the LVS, it causes them to “panic.”

In a prominent Facebook group for marching band arrangers, an individual defendant suggested (and then retracted after Tresóna’s C&D) that ClicknClear is able to offer better licenses at a lower price than Tresóna because Tresóna does not use a “pre-cleared model.” In a presentation given to potential consumers, ClicknClear suggested that its licenses are “stronger” than those offered by Tresóna as they cover “all” of the rights necessary, while suggesting that “Tresóna does not offer a full license but rather only a certificate.”

First, the challenge to ClicknClear’s statements about what rights are necessary: Tresóna argues that the statements were both literally and impliedly false because these are “illusory” rights that consumers do not need in all situations. The court found that these were non-actionable opinions about the law. “As both sides agree, the necessity of these rights involve unclear and contested areas of copyright law. Indeed, ClicknClear and Tresóna devote most of their briefing to arguing whether or not each subset of the necessary rights (to set a choreographed routine, to publicly perform, and to practice alone) are actually needed by consumers.” Given this dispute, ClicknClear is “expressing an opinion on an inconclusive question of law” and “not making representations of verifiable or ‘hard definable facts.’ ”

Even if these weren’t opinions, they were ambiguous: ClicknClear mentions on its website, quite ambiguously, which rights are “required for ensembles to make an arrangement of music to accompany your routine.” “In order for these statements to be literally false, Tresóna would have to plausibly allege that there is no instance in which these rights are required.” But whether or not these rights are needed in a given case depends on the outcome of a “fact-specific and [ ] individualized inquiry” in this “unsettled area of copyright law.”

That didn’t prevent misleadingness, but for that, Tresóna needed to “allege that consumers or retailers were misled or confused by the challenged advertisement and offer facts to support that claim” or allege deliberate, egregious deception. It didn’t. It alleged that “[c]ustomers have told Tresóna that they are facing pressure from their federations and governing bodies to use ClicknClear instead of Tresóna,” and “the pressure is driven at least in part because of ClicknClear’s false and misleading statements as well as the LVS.” But it was not enough to “identify[ ] a broad swath of people [that were] allegedly deceived.” (Now do trademark complaints.) “Tresóna fails to identify any ‘federations’ or ‘governing bodies’ that pressured consumers, nor does Tresona allege how this pressure has caused customers to buy ClicknClear’s licenses as opposed to Tresóna’s. And even if Tresóna did allege that customers were buying ClicknClear licenses as opposed to Tresóna’s, Tresóna does not allege how these decisions were because of ClicknClear’s necessary rights statements as opposed to other reasons for purchasing ClicknClear’s licenses.” [I dunno, ‘take this license and not that one to protect yourself against expensive lawsuits’ seems pretty clear in its pressure effect.]

Merely stating that there have been “LAWSUITS for copyright infringement” was literally true and thus not actionable. It also didn’t relate to an “inherent quality or characteristic of the product [at issue].”

License verification system: Was it misleading that all other licenses issued by third parties, including Tresóna’s, will return a “yellow” result, meaning the license’s legality is “unverified,” or red for “unlicensed”? No: “The LVS, ultimately, is an inherently subjective rating system that evaluates the quality of third-party licenses. Indeed, the outcome of the LVS is dependent on which factors ClicknClear believes to be important in evaluating a license. ‘A reasonable consumer would view [LVS’s] rating as just that – the defendant’s evaluation.’”

And even assuming the statements were impliedly false or misleading, Tresóna similarly failed to allege sufficient indications of consumer confusion. “The unauthorized practice of law is not a basis for a Lanham Act claim.”

Anti-Tresóna statements: ClicknClear’s statements about Tresóna’s “very bad reputation,” its representations that ClicknClear licenses are “better” or “stronger” than Tresóna’s, and its assertions that ClicknClear was in a “strong position” to harm Tresóna were nonactionable puffery.

By contrast, ClicknClear’s statements in 2021, 2024, and 2025, that Tresóna does not use a “pre-cleared model,” or that Tresóna does not offer a full legally compliant license but instead offers a “certificate,” were statements of facts that could be proven true or false. Still, Tresóna didn’t offer facts as to how these statements actually misled the public or affected their purchases, or that the statements were commercial speech: “part of an organized campaign to penetrate the relevant market.” “The statements alleged here, one in a Facebook post that has now been deleted, and two upon information and belief, do not suggest ‘widespread dissemination within the relevant industry,’ and more aptly resemble ‘isolated disparaging statements’ that ‘do not have redress under the Lanham Act.’”

The court didn’t have to reach the state claims, but it commented that Tresóna also failed to allege how ClicknClear’s statement constituted harm to the public interest, as opposed to another business.