Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is being done in connection with this case, at the time the opinion is issued. The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

DEWBERRY GROUP, INC., FKA DEWBERRY CAPITAL CORP. v. DEWBERRY ENGINEERS INC. CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 23–900. Argued December 11, 2024—Decided February 26, 2025

The federal Lanham Act provides for a prevailing plaintiff to recover the “defendant’s profits” deriving from improper use of a mark. 15 U. S. C. §1117(a). Dewberry Engineers successfully sued Dewberry Group—a competitor real-estate development company—for trademark infringe- ment under the Lanham Act. Dewberry Group provides services needed to generate rental income from properties owned by separately incorporated affiliates. That income goes on the affiliates’ books; Dew- berry Group receives only agreed-upon fees. And those fees are appar- ently set at less than market rates—the Group has operated at a loss for decades, surviving only through cash infusions by John Dewberry, who owns both the Group and the affiliates. To reflect that “economic reality,” the District Court treated Dewberry Group and its affiliates “as a single corporate entity” for purposes of calculating a profits award. The District Court thus totaled the affiliates’ real-estate prof- its from the years Dewberry Group infringed, producing an award of nearly $43 million. A divided Court of Appeals panel affirmed that award. Held: In awarding the “defendant’s profits” to the prevailing plaintiff in a trademark infringement suit under the Lanham Act, §1117(a), a court can award only profits ascribable to the “defendant” itself. And the term “defendant” bears its usual legal meaning: the party against whom relief or recovery is sought—here, Dewberry Group. The Engi- neers chose not to add the Group’s affiliates as defendants. Accord- ingly, the affiliates’ profits are not the (statutorily disgorgable) “de- fendant’s profits” as ordinarily understood. 2 DEWBERRY GROUP, INC. v. DEWBERRY ENGINEERS INC.

Syllabus

Nor do background principles of corporate law convert the one into the other. This Court has often read federal statutes to incorporate such principles. So if corporate law treated all affiliated companies as “a single corporate entity,” there could be reason to construe the term “defendant” in the same vein. See United States v. Bestfoods, 524 U. S. 51, 62. But the usual rule is the opposite. “[I]t is long settled as a matter of American corporate law that separately incorporated organ- izations are separate legal units with distinct legal rights and obliga- tions.” Agency for Int’l Development v. Alliance for Open Society Int’l Inc., 591 U. S. 430, 435. And that is so even if the entities are affili- ated—as they are here by virtue of having a common owner. While a court may in select circumstances “pierc[e] the corporate veil,” espe- cially to prevent corporate formalities from shielding fraudulent con- duct, Bestfoods, 524 U. S., at 62, Dewberry Engineers admits that it never tried to make the showing needed for veil-piercing. So the de- mand to respect corporate formalities remains. And that demand ac- cords with the Lanham Act’s text: the “defendant’s profits” are the de- fendant’s profits, not its plus its affiliates’. Dewberry Engineers does not contest these points; it instead argues that a court may take account of an affil