Cogent Solutions Group, LLC v. Hyalogic, LLC, 712 F.3d 305

Cogent sued Hyalogic alleging false advertising, unfair competition, deceptive trade practices, breach of contract, and fraud related to Baxyl and the Chart comparing Baxyl to Synthovial Seven.
The parties settled; the district court retained jurisdiction to enforce the settlement agreement.
Relevant settlement provisions include: Section 3.2 prohibits false or misleading statements about the other party’s products; Section 3.3 prohibits use of the Chart and requires destruction of copies; Section 3.4 bars statements that Baxyl contains preservatives breaking down HA; Section 8.1 imposes liquidated damages for certain post-settlement statements.
Cogent alleged breaches included YouTube videos and Dr. Brown’s speech that referenced preservatives and their effects on HA, arguably implicating Baxyl.
The district court denied enforcement of the settlement; Cogent timely appealed. The court held Sections 3.2 and 3.4 unambiguous and affirmed, refusing to reach factual questions about genuine issues of material fact.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Sections 3.2 and 3.4 are ambiguous or unambiguous	Cogent contends 3.2/3.4 are ambiguous and can bar implicit references	Hyalogic contends the language is unambiguous and narrowly about the other party’s products	Unambiguous; enforce as written
Whether there were genuine issues of material fact precluding enforcement	Cogent argues factual disputes exist about the videos and speech	Hylogoc argues contract terms resolve issues; no material fact precludes enforcement	Not reached; court affirmed on unambiguous contract grounds

Bamerilease Capital Corp. v. Nearburg, 958 F.2d 150 (6th Cir. 1992) (contract interpretation and de novo review for ambiguity)
Lexicon, Inc. v. Safeco Ins. Co. of Am., Inc., 436 F.3d 662 (6th Cir. 2006) (contract interpretation under Kentucky law; ambiguity standard)
Hazard Coal Corp. v. Knight, 325 S.W.3d 290 (Ky. 2010) (ambiguous terms interpreted with ordinary meaning; give effect to all words)
R&R Inc. of Louisville v. Commonwealth, 2005 WL 626391 (Ky. Ct. App. 2005) (citation used for contractual interpretation principles (note: WL not included here if official reporter exists))
Cantrell Supply, Inc. v. Liberty Mut. Ins. Co., 94 S.W.3d 381 (Ky. Ct. App. 2002) (contract interpretation; words given meaning; avoid meaningless constructions)
McCullough v. Weller, 290 S.W.675 (Ky. Ct. App. 1927) (interpretation favors meaningful construction of contract terms)
Stringer v. Wal-Mart Stores, Inc., 151 S.W.3d 781 (Ky. 2004) (defamatory statements can be ‘about’ a party without explicit reference)