A federal court in Kansas dismissed contract claims brought by a Franchisor after questions arose about the validity of the contracts at issue.
In HappyFeet-Legends International, Inc. v. Holdaway, 2025 WL 2390495 (D. Kan. Aug. 18, 2025), HappyFeet sued Matthew Holdaway and affiliated businesses, alleging breach of contract and violations of the Lanham Act.HappyFeet franchised a method for training youth soccer players and Holdaway, as sole member of Connect Athletics, LLC, entered into a franchise agreement with HappyFeet in 2010 for the exclusive right to use HappyFeet’s trademarks in developing youth soccer programs in northwest Arkansas. But the court noted that the status of the contracts was “at best, murky,” pointing to three agreements for northwest Arkansas, Springfield, MO, and Nashville, TN. All three of these agreements purported to be between HappyFeet, Connect Athletics, LLC and Michael Holdaway, but none were properly executed.
The court dismissed HappyFeet’s breach of contract claims and agreed with Holdaway that the northwest Arkansas agreement was not properly executed. HappyFeet admitted that the document upon which it relied was an attempted recreation made to memorialize the parties’ agreement after HappyFeet learned that there was no evidence of a signed franchise agreement. Holdaway contended and HappyFeet largely conceded that the Springfield, MO and Nashville, TN agreements upon which HappyFeet relied were copies of the northwest Arkansas agreement created by someone at HappyFeet by forging Holdaway’s signature. The court held that HappyFeet had not met its burden of establishing that the three alleged contracts were valid as required by Kansas law. Further, the court was dismissive of HappyFeet’s speculative arguments that the franchise agreements were “probably misplaced” and “probably signed” by HappyFeet. The court emphasized that while it is obvious that the parties operated as if they had a franchise agreement, the record failed to establish with facts and legal authority the terms, their efficacy, and enforceability. As such, Holdaway was entitled to judgment as a matter of law on the breach of contract claim. This case underscores the importance of franchisors having proper document execution, collection, tracking, and storage for all contracts.
*Asad Imam is a Law Clerk for Lathrop GPM who contributed to the writing of this post.