No. 24-1314

W.R. COBB COMPANY,

Plaintiff, Appellant,

v.

V.J. DESIGNS, LLC, d/b/a Galili & Co.; BENJAMIN GALILI,

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND

[Hon. Mary S. McElroy, U.S. District Judge]

Before

Barron, Chief Judge, Lynch and Thompson, Circuit Judges.

Robert D. Fine, with whom Chace Ruttenberg & Freedman, LLP was on brief, for appellant. Kevin J. Bristow for appellees.

February 28, 2025 THOMPSON, Circuit Judge. This case involves a diamond business that never got off the ground. Appellant W.R. Cobb Company ("Cobb" or "Appellant") wanted to make and sell diamond products under the prestigious Forevermark brand -- one associated with high-quality diamonds. Unable to secure a license directly from Forevermark, Cobb sought out one of Forevermark's existing licensees, Appellee VJ Designs LLC ("VJ Designs" or "VJ") to propose a business collaboration. Eventually, the parties entered an agreement (the "Letter Agreement") to form a new company, called WR Cobb/VJ LLC ("Cobb/VJ" or the "Joint Entity"), that would "operate a Forevermark business under the Forevermark license." The wrinkle -- and a very big one -- was that VJ Designs could not sub-license, assign, or transfer the rights it licensed from Forevermark to another party, unless Forevermark agreed in writing.

Within months of closing the deal, the parties' venture fell apart. In the aftermath, Cobb sued VJ Designs and its owner Benjamin Galili (collectively, "Appellees") to recover funds it paid VJ under the Letter Agreement. Chief among Cobb's grievances was that VJ never assigned its rights under the Forevermark license to Cobb/VJ as the Letter Agreement purportedly obligated it to do. Following a two-day bench trial, the district court entered judgment in favor of Appellees on Cobb's breach of contract and misrepresentation claims. On appeal, Cobb argues that the district

- 2 - court erred in not rescinding the Letter Agreement (i.e., Cobb wanted the district court to restore the parties to the status quo commercial positions they would have held had they never entered the Letter Agreement). Having carefully reviewed the full record and the parties' arguments, we affirm.

BACKGROUND

We recount the course of the parties' relationship consistent with the district court's factual findings following the bench trial, which are largely unchallenged on appeal, drawing additional details from the record as necessary to paint a complete picture. González-Rucci v. INS, 539 F.3d 66, 67 (1st Cir. 2008). A. Cobb's Quest For a Forevermark License

W.R. Cobb Company is a jewelry manufacturer based in East Providence, Rhode Island, and, as noted, it wanted to sell diamond products under the Forevermark brand. Forevermark-branded diamonds are industry-recognized "premium quality" diamonds bearing an inscription of the Forevermark logo and a serial number identifying the specific diamond. Such diamonds command a higher price in the jewelry market than non-Forevermark-branded diamonds. Despite Cobb's long-standing efforts to obtain a Forevermark license, Forevermark would not issue one to Cobb.

Undeterred, Cobb came up with a supposed workaround and decided to pursue acquisition of a business that Forevermark had already licensed, VJ Designs. At the time, VJ Designs was a

- 3 - jewelry company with a location in New York City, whose sole owner was Benjamin