1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 JUST GOODS, INC., Case No. 18-cv-02198-WHO

8 Plaintiff, ORDER ASSESSING FURTHER 9 v. SANCTIONS, INDICATING INTENT TO APPOINT A SPECIAL MASTER, 10 JUST, INC., et al., AND REQUIRING PARTY RESPONSE 11 Defendants. Re: Dkt. Nos. 241, 243

12 In February of this year, I ordered defendants in this case—Eat Just (“EJ”) and Joshua 13 Tetrik (together, “defendants”)—to pay $575,000 in sanctions, split equally between plaintiff Just 14 Goods, Inc. (“JGI”) and the court. Order on the Per Diem Sanctions [Dkt. No. 228]. On July 18, 15 2025, I ordered defendants to pay an additional sanction of $82,500 because of their continued 16 noncompliance with the parties’ 2017 term sheet. Third Order on Per Diem Sanctions [Dkt. No. 17 239]. In that Order, I noted: “It is my hope and expectation that defendants will attain full 18 compliance by October.” Id. at 2. Neither hopes, expectations, nor $657,500 has been enough to 19 bring EJ into compliance. 20 It is obvious that defendants have failed not only to get rid of existing violations but have 21 also introduced new violations since the first Order on the Per Diem Sanctions. See JGI Response 22 [Dkt. No. 243] (showing evidence of new JUST Meat products, Wikipedia entries, partnership 23 announcements with the Vegan Food Group using ‘JUST’ in violation of the term sheet, etc.). 24 This is unacceptable. And EJ’s contention that its new protein powder, “Just One” or “Just One 25 Protein,” is in line with what the term sheet contemplates to be the use of “Just” with a “generic” 26 runs afoul of caselaw defining the term “generic.” See Kendall-Jackson Winery, Ltd. V. E. & J. 27 Gallo Winery,

, 1047 n.8 (9th Cir. 1998) (“Generic marks give the general name of 1 are warranted. What remains unclear is how much longer this ineffective, whack-a-mole process 2 to get defendants to comply with the Term Sheet will continue until full compliance is reached. 3 JGI suggests that I continue to impose compensatory and coercive sanctions of at least 4 $15,000 per month, payable in equal parts to JGI and the Court, from July 18, 2025, to the date EJ 5 submits a declaration confirming their actual and complete compliance with the court’s orders, and 6 payment of past attorney’s fees of $25,662.27. EJ insists that “except for a couple of discrete 7 issues” it is in full compliance with the Term Sheet and that it is responsive whenever JGI raises 8 an issue. Its position is untenable: there should be no “discrete issues” more than five years after 9 my first order interpreting the Term Sheet and it should be proactively ensuring that it is in 10 compliance. Accordingly, I ORDER that on or before January 16, 2026, defendants pay $90,000 11 in sanctions—$45,000 to JGI and $45,000 to the Court—and an additional $25,662.27 to JGI for 12 its attorney’s fees. I further order that EJ submit a declaration of full compliance, addressing any 13 outstanding issues such as those raised in JGI’s Response (Dkt. No. 243) at 6:22 – 7:4, when it 14 achieves full compliance. 15 It does not take much imagination to think that with sanctions like this and on the current 16 trajectory of defendants’ compliance, I could be in the position of disciplinary referee over 17 interpretation of an agreement that the parties themselves made, that I have already interpreted, 18 and that the Ninth Circuit has confirmed, until the end of days. In the past year I have issued four 19 orders regarding sanctions, assessing hundreds of thousands of dollars of sanctions against 20 defendants. Yet they remain out of compliance, as they have been for more than five years. This 21 is untenable. 22 Federal Rule of Civil Procedure 53 provides an alternative, at least for me. It explains that 23 “a court may appoint a master . . . to . . . address pretrial and posttrial matters that cannot be 24 effectively and timely addressed by an available district judge or magistrate judge of the district.” 25 Fed. R. Civ. P. 53(a)(1)(C). A neutral with the time to dig into the issues of noncompliance and 26 resolve them, with the power to assess further sanctions, and all the while charging the offending 27 party for the neutral’s time, may hasten the end of this endless problem. Accordingly, pursuant to 1 assess defendants’ compliance with the Term Sheet and my orders, with the authority to take such 2 || further actions as are necessary to achieve full compliance, including imposing additional 3 sanctions. I anticipate that the appointed master will have all the authority contemplated by Fed. 4 || R. Civ. P. 53(c). 5 On or before December 22, 2025, the parties shall meet and confer and file an agreed upon 6 || list of three suggestions for appointment to the role of special master. If the parties are unable to 7 agree upon a set list of suggested masters, they may submit a joint statement to the court totaling 8 no more than 5 single-spaced pages to propose their recommendations, rationale, and reason for 9 disagreement. I reserve the right to appoint someone not proposed by the parties. Given EJ’s 10 || continued lack of compliance, EJ will be responsible for paying the retainer for the special 11 master’s services throughout the master’s term, although the master will have authority at any time 12 || to direct that the fees be shared if it is determined that the equities require it. 5 13 IT IS SO ORDERED. 14 Dated: December 1, 2025 3 15 .

Iliam H. Orrick 17 United States District Judge 18 19 20 21 22 23 24 25 26 27 28