Oregon Hemp Litigation: Bad Contract = Big Federal Court Claims

One-page MOU for $7.5 million deal?!?

We frequently write on hemp litigation and the ways farmers and purchasers can mitigate the risks inherent in this new industry. Along with others, we have stressed the importance of strategic and careful thinking before entering into a hemp-related contract. Our cannabis lawyers frequently write and speak on these and related topics.

A couple of my recent posts have highlighted litigation arising after harvest. This post discusses a federal lawsuit filed last week in the District of Oregon, Jupiter Pharma, LLC et al. v. Lafayette Land Company, LLC, et al. that arises from a pre-harvest dispute between the parties. (Feel free to email me if you’d like a copy of the complaint.)

The lead plaintiff (Jupiter) is a Delaware limited liability company building a “Soil to Oil” industrial hemp/CBD operation in Oregon that includes the cultivation, processing and marketing of industrial hemp. The lead defendant (Lafayette) is a farmer residing in Oregon.

The parties entered into a contract in March 2019 to farm and cultivate industrial hemp for the 2019 season that included, at Jupiter’s option, the 2020 and 2021 seasons. Lafayette agreed to farm and cultivate approximately 950 acres of hemp and agreed to assign to plaintiffs its interests in two specific parcels of land to be used for cultivating industrial hemp. In exchange, Jupiter agreed to pay defendants $7.5 million for delivery of at least 2 million pounds of biomass and to transfer to Lafayette farming equipment purchased by the plaintiffs, which equipment would be credited against the $7.5 million payment obligation. Jupiter also agreed to pay Lafayette certain incentives based on hemp production and a monthly stipend during the growing season.

After entering the contract, Lafayette allegedly failed to provide the required documentation concerning the assignment of interests for the two parcels of land. Jupiter then made several trips to the farm to discuss the project and operations. During these visits, Lafayette allegedly made representations that he would provide the land and farm it for plaintiffs. Meanwhile, Jupiter has allegedly entered into contracts with third parties worth $15 million to build a CBD processing facility and purchase equipment per the contract as well as invested over $1 million into the project.

The gravamen of the complaint is that Lafayette repudiated the alleged hemp production contract in late May 2019 and in early June 2019 began planting hemp seed for a third party in violation of the contract with Jupiter. The complaint is quick to note that the Oregon hemp growing season begins in June and if not planted, Jupiter’s season will be lost. The complaint alleges this will cause Jupiter to lose its significant investments in the project and that Jupiter cannot secure alternative farm lands for the 2019 season.

The complaint seeks declaratory relief (a ruling that the contract is enforceable) as well as injunctive relief and specific performance (forcing Lafeyette to assign the rights in the land). In the alternative, Jupiter alleges Lafayette defrauded it by inducing it to enter a contract for the production of hemp and seeks no less than $1 million in damages.

So is there an enforceable contract? The contract is titled a “Memorandum of Understanding” (MOU). This could be better for Jupiter—one Oregon appellate decision, citing Farnsworth’s treatise, notes: “On the problem of determining whether contracting parties intend to bind themselves either in the presence or absence of terms such as ‘letter of intent’ and ‘memorandum of understanding,’ it has been said, ‘It would be difficult to find a less predictable area of contract law.’” The title of the document does not control, however, the ultimate question being whether there was a meeting of the minds as to the terms of the deal supported by consideration. In this regard, the MOU seems reasonably definite. But litigation sure is an expensive way to get an answer to the question of enforceability.

A few other comments on the MOU. It is a short, one-page document for a purported $7.5 million deal with kickers for a biomass harvest exceeding 2 million pounds. (Maybe the defendants believed they found a better deal elsewhere?) The MOU says nothing about THC content or CBD content of the hemp. Nothing about the risk of the USDA deciding not to approve Oregon’s hemp production plan. Nothing about state record-keeping requirements or who is responsible for testing of hemp for human consumption – presumably the goal of this Seed-to-(CBD)Oil business or about the chain-of-custody of documentation to ensure nothing is seized during shipment or what happens if Oregon suspends or revokes Lafayette’s license to grow hemp. Notably, the MOU contains no express deadline by which Lafayette must deliver evidence of the purported assignments of agricultural land. I hate to be too critical of the MOU, but there seems much here that could have been done differently and, perhaps, better.

Stay tuned for updates.

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Washington CBD Webinar June 19: Hemp-Derived CBD Locally and Nationwide

On June 19, 2019, at 1:30 PST, the Washington State Bar Association’s Cannabis Law Section will be presenting an online CLE on hemp. I’ll be joined by my esteemed colleagues to shed some light on hemp laws both nationally and here in the Evergreen State. You can register to join us here.

We’ll cover a host of topics, but will start with the 2014 Farm Bill, which first allowed for the legal cultivation of industrial hemp for research purposes. Under the 2014 Farm Bill, state departments of agriculture and universities could undertake agricultural pilot programs to permit the cultivation of hemp. Some states also license the processing of hemp. The hemp industry as we know it is the result of this piece of legislation.

For more on the 2014 Farm Bill, take a look at the following:

We’ll then turn to the 2018 Farm Bill, which does not immediately repeal the 2014 Farm Bill. The 2014 Farm Bill will remain in place for at least a year after the U.S. Department of Agriculture (USDA) issues regulations under the 2018 Farm Bill. The 2018 Farm Bill’s main focus when it comes to hemp is cultivation. It provides detailed guidelines for states to create their own plans to regulate the cultivation of hemp. It also allows the USDA to set federal standards for hemp cultivation to be used in states that do not have an approved plan but also have not prohibited hemp cultivation under state law. The 2018 Farm Bill also removed hemp from the Controlled Substances Act, clarifying that hemp is a regulated agricultural commodity, not a controlled substance like marijuana.

Here is some additional reading on the 2018 Farm Bill:

At this point, we’ll talk about Washington State, where lawmakers have just overhauled the entire hemp program. The Washington State Department of Agriculture (WSDA) oversaw hemp under the 2014 Farm Bill and will continue to do so under the 2018 Farm Bill. We’ll talk about how this new legislation allows for broader commercial activities and provide insights as to how the WSDA plans to regulate the industry going forward. We’ll also cover how Washington stands to fare in the hemp-derived CBD market under this new law.

For more on Washington hemp, check out the following:

No hemp presentation would be complete without some talk about the Food and Drug Administration (FDA). The FDA regulates food, drugs, dietary supplements, cosmetics, and a whole host of other consumable goods. The FDA’s position with hemp and more specifically Hemp-CBD is. . . complicated. The FDA has said that Hemp-CBD can’t be added to food or dietary supplements and that it can only be marketed as a drug if investigated and approved as a new drug. The FDA has approved of Epidiolex, which contains CBD, for treating epilepsy. It has also determined that three hemp seed ingredients are generally regarded as safe for use in foods. Other than that, the FDA’s relationship with other CBD products has been hostile though it has not yet passed any final rules on the topic.

More on FDA is available here:

We’ll wrap up our conversation by providing some tips on how to advise businesses in this complicated space. We’ll even touch on distributing Hemp-CBD products across state lines. Our program will be focused on attorneys, who can receive CLE credits for attending, but the information that we cover is applicable for anyone operating in this market.

For some examples, take a look at the following:

Speaking on behalf of the Cannabis Law Section’s executive board, I sincerely hope you can join us! Feel free to comment below with questions you would like addressed and we’ll do our best to answer them in our presentation.

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Notes on the First Public FDA Meeting on CBD

Last Friday, May 31, the Food and Drug Administration (“FDA”) held its first public meeting during which stakeholders shared their perspective on how to regulate cannabidiol (“CBD”)-infused products. The objective of the meeting was to gather scientific data and information about the safety, manufacturing, product quality, marketing, labeling and sale of these products.

As we have explained in previous blog posts (here and here), the FDA currently treats the sale and marketing of CBD-infused food and dietary supplement in interstate commerce as unlawful because CBD was approved as a drug by the agency before it was marketed as a food or a dietary supplement. Accordingly, CBD cannot be marketed simultaneously as a food/dietary supplement and a drug.u

Although nothing groundbreaking came out of the nearly 10-hour long meeting, we thought it would be interesting to highlights some of the major topics discussed during this meeting.

Several hemp and cannabis organizations, including the U.S. Hemp Roundtable, argued that the FDA should allow the sale of hemp-derived CBD-infused products given the congressional intent behind the 2018 Farm Bill, which legalized hemp and its derivatives. In addition, the U.S. Hemp Roundtable mentioned ongoing efforts with lawmakers to draft legislation that would regulate hemp-derived CBD-infused products in the event the FDA concludes that it cannot design a regulatory framework on its own. This scenario seems plausible given Former FDA Commissioner Scott Gottlieb’s statement that Congress may hold the key to legalizing CBD-infused products by issuing additional legislation that expressly allow the use of Hemp-CBD in foods. Indeed, while the intend of Congress was undeniably to legalize the production of crop and its derivatives, Congress did not define the term” production,” thus leaving open for interpretation whether the sale of hemp-derived CBD-infused products is legal.

Supporters of hemp-derived CBD-infused products also suggested that these products be regulated under the existing dietary supplement framework, where products are intended for non-medicinal purposes.

While some speakers expressed concerns regarding the sale of cannabis-infused products; their concerns were primarily directed at marijuana-infused products.

State regulators discussed the need for FDA guidelines in regulating these products.

Specifically, Brenda Morris, Florida Department of Agriculture and Consumer Services, discussed the “patchwork of laws” surrounding CBD products that has created an environment in which “anything is allowed.”

Pam Miles, a representative of the Virginia Department of Agriculture, raised the lack of scientific evidence regarding CBD products and urged the FDA to take the lead on this issue:

Currently, states are struggling with the lack of sound scientific research available in CBD and long-term health impacts, including those to children’ and that her department “is hopeful that FDA will begin to supply significant leadership as it related to CBD, including research related to its health impacts.”

Health and consumer advocates also weighed in on the issue and expressed concerns regarding the lack of scientific research needed to substantiate claims about the therapeutic value of CBD in treating various illnesses, including Alzeimer’s, dementia, and epilepsy – despite the FDA approval of Epidiolex.

Others stressed the need to adopt terminology, manufacturing and standards for these products in order to protect the consumer and avoid a public health crisis.

While speakers had various opinions regarding how stringent those rules and regulations should be, all agreed that a regulatory framework was needed immediately. The FDA has previously declared that creating a framework for allowing CBD into the food supply would take sometime; however, the agency is hoping to share information and/or finding with the public, as Gottlieb explained in his April 2 statement, as early as this summer (but no sooner than July 2, which is the last day to submit public comments).

Until then, the CBD industry will need to continue navigating through these murky waters.

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USDA Says States Should Not Interfere With Hemp Transportation

On May 28th, 2018, the United States Department of Agriculture (“USDA”) issued a non-binding opinion letter regarding hemp production (“USDA Letter“). The USDA’s Office of General Counsel (a.k.a., the USDA’s lawyer) made four conclusions in the letter, which I’ll explore in this post.

1. As of the enactment of the 2018 Farm Bill on December 20, 2018, hemp has been removed from schedule I of the Controlled Substances Act and is no longer a controlled substance.

Much of the 2018 Farm Bill is contingent on the USDA implementing a program to oversee the cultivation of hemp on the federal level. Section 10113 of the 2018 Farm Bill covers hemp production (which you can read about here) in great detail and gives the USDA the authority to oversee hemp production at the federal level and to approve of State and Tribal plans covering the cultivation of hemp. In February, the USDA stated that it will not start approving plans until it issues its own regulations in Fall of 2020. This clarification from USDA indicates that in the agency’s opinion, the CSA removed hemp as a schedule I substance as soon as it was signed into law by Donald Trump.

2. After USDA publishes regulations implementing the new hemp production provisions of the 2018 Farm Bill, States and Indian tribes may not prohibit the interstate transportation or shipment of hemp lawfully produced under a State or Tribal plan or under a license issued under the USDA plan.

This is an affirmation of Section 10114 (b) of the 2018 Farm Bill, which states the following:

TRANSPORTATION OF HEMP AND HEMP PRODUCTS.—No State or Indian Tribe shall prohibit the transportation or shipment of hemp or hemp products produced in accordance with subtitle G of the Agricultural Marketing Act of 1946 (as added by section 10113) through the State or the territory of the Indian Tribe, as applicable.

In plain English, this means that states and Tribes can’t prohibit hemp or hemp products from passing through their state or territory if the hemp or hemp products were produced in compliance with Section 10113 of the 2018 Farm Bill.

3. States and Indian tribes also may not prohibit the interstate transportation or shipment of hemp lawfully produced under the 2014 Farm Bill.

This is where things get interesting. The 2018 Farm Bill did not repeal Section 7606 of the 2014 Farm Bill. The 2014 Farm Bill authorized colleges and state departments of agriculture to cultivate industrial hemp for research purposes. The hemp industry that we know and love has “grown up” under the 2014 Farm Bill because the USDA has not yet approved any 2018 Farm Bill state plans. That means that all the hemp grown in this country is done so under the 2014 Farm Bill. The 2018 Farm Bill will repeal Section 7606 of the 2014 Farm Bill one year after the USDA issues hemp regulations.

The USDA Letter’s third conclusion says that Section 10114 of the 2018 Farm Bill, which prohibits states and Indian tribes from interfering with the interstate transport of hemp, protects hemp cultivated pursuant to the 2014 Farm Bill. The USDA’s reasoning turns on a subsection of Section 10113, which states that “[n]othing in this sections prohibits the production of hemp in a State or the territory of an Indian tribe, for which a state or Tribal plan is not approved under this section, if the production of hemp is in accordance with [. . .] other Federal laws[.]” According to the USDA Letter, the 2014 Farm Bill qualifies as “other Federal laws” and therefore states and Indian tribes cannot interfere with the transport of 2014 Farm Bill grown industrial hemp or products derived from industrial hemp.

It’s worth pointing out that the USDA Letter is a non-binding interpretive statement and a judge may disagree with the USDA’s conclusions. However, this gives strong support to the argument that states should not interfere with legally grown hemp shipments.

4. A person with a State or Federal felony conviction relating to a controlled substance is subject to a 10-year ineligibility restriction on producing hemp under the Agricultural Marketing Act of 1946. An exception applies to a person who was lawfully growing hemp under the 2014 Farm Bill before December 20, 2018, and whose conviction also occurred before that date.

This last conclusion, though unfortunate, is a pretty straight forward interpretation of the 2018 Farm Bill’s prohibition on felons producing hemp. If anything, it clears up the date when felons are “grandfathered” in: 12/20/18.

This guidance from the USDA is helpful and mostly positive for the industry, especially when in comes to the uncertainty around interstate shipments. It’s also worth noting that the USDA released this guidance a few days before the FDA is scheduled to hold a public hearing on May 31. This all but assures that it will be a big week for hemp.

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TSA (Sort of) Allows (Some) Hemp-CBD Products on Flights

In the past few months, our team has been quoted in several magazines and online publications on the risks of traveling with CBD products. These media inquiries resulted from repeated arrests of travelers in possession of CBD oil at the Dallas/Fort Worth International Airport (“DFW”).

At the time of these arrests, the Transportation Security Administration (“TSA”), an agency of the U.S. Department of Homeland Security that has authority over the security of the traveling public in the United States, maintained the position that:

Possession of marijuana and cannabis infused products, such as Cannabidoil (CBD) oil, is illegal under federal law. TSA officers are required to report any suspected violation of law, including possession of marijuana and cannabis infused products. TSA’s screening[s] are focused on security and are designed to direct potential threats to aviation and passengers. Accordingly, TSA security officers do not search for marijuana or other illegal drugs, but in the event a substance that appears to be marijuana or a cannabis infused product is observed during security screening, TSA will refer the matter to a law enforcement officer.”

As a federal agency, TSA adheres to the rules and regulations of the federal government. However, even after the passage of the 2018 Farm Bill and the legalization of hemp, TSA continued not to differentiate marijuana from hemp and to treat all CBD products as illegal under federal law.

However, following more arrests at DFW last week, TSA decided to provide some clarification and revised its Medical Marijuana page, which provides that:

Products/medications that contain hemp-derived CBD or are approved by the FDA are legal as long as it is produced within the regulations defined by the law under the Agriculture Improvement Act 2018.” (Emphasis added).

However, these new guidelines are vague and confusing.

First, to which “regulations defined by the law” under the 2018 Farm Bill is TSA referring? Is TSA going to allow hemp-derived CBD products processed pursuant to a plan approved by the U.S. Department of Agriculture (“USDA”)? No such product currently exists since the USDA has yet to approve state plans. Alternatively, is the agency authorizing passengers to carry products processed under a 2014 state pilot program? This might make more sense, as the 2018 Farm Bill provides that the 2014 Farm Bill shall remain in place for one year following the adoption of rules by the U.S. Department of Agriculture.

Still, if TSA intended for the latter to apply, then it would mean that passengers could carry hemp-derived CBD “products/medications,” such as CBD-infused food and dietary supplements, whose introduction in interstate commerce has been deemed unlawful by the FDA. Indeed, the language of the TSA guidelines provides that both hemp-derived CBD “products/medications” that meet the “regulations defined by the law” under the 2018 Farm Bill “or” FDA approved “products/medications” may be brought on planes. Currently, the FDA has only approved the following “products/medications”: (1) three generally recognized as safe (“GRAS”) hemp seed ingredients; and (2) Epidiolex, a CBD-infused drug used in the treatment of epilepsy.

TSA is now one of several federal agencies to have revisited its policies regarding the legality of hemp-derived CBD products, including the U.S. Alcohol and Tobacco and Trade Bureau, the U.S. Patent and Trademark Office, the U.S. Postal Services and the USDA.

It remains to be seen how TSA will enforce its new policy and whether it will defer to other federal agencies, including the FDA which is exploring potential pathways for dietary supplements and/or conventional foods containing CBD to be lawfully marketed, in developing its enforcement strategy.

But one thing is certain, unless TSA clarifies these guidelines, more airport arrests could ensue.

We will continue to monitor this issue and will keep you informed of any development. For now, the “anything goes” approach to CBD and air travel is a risky one, despite some reporting out there to the contrary.

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Oregon Hemp: The Permanent Rules Are Now In Effect

While Oregon legalized hemp production in 2015, the Beaver State has seen a huge influx of hemp grower and handler registrations since the enactment of the 2018 Farm Bill, which legalized hemp under federal law.

To keep up with the growing interest in the crop and its derivatives, the Oregon Department of Agriculture (“ODA”) has been actively revising its rules and finally adopted their permanent version on May 15th.

Specifically, the rules make permanent the temporary rules that were filed around March 1 and the proposed rules that were filed at the end of March. They should be in place for a while, or at least until the state legislature adopts HB 2740 or yet another hemp statute.

Many of our hemp clients have been asking how these rules would impact their businesses. Because it’s been a while since we ran through program basics, we thought it might be helpful to summarize them here on the blog.

Overall, the permanent rules do the following:

  • Update the testing rules to conform to the changes made by the Oregon Health Authority in December 2018. The rules impose specific testing requirements based on the type of products involved, which include:
    (1) industrial hemp for human consumption and hemp items;
    (2) industrial hemp for human consumption and usable hemp;
    (3) hemp concentrate or extract intended for use by a person to make a hemp cannabinoid product;
    (4) finished hemp concentrate or extract; and
    (5) finished hemp cannabinoid products.
  • Clarify and update recordkeeping and reporting requirements imposed on registrants. The proposed rules put a few additional reporting and recordkeeping requirements on the registrants’ shoulders, but nothing too demanding.
  • Clarify the option registered growers have to resample in the event a harvest lot fails pre-harvest testing. Under the new rules, both samples and filed duplicate samples must be reanalyzed if they fail testing.
  • Establish a fee for the submission of a change form. Under the new rules, registrants who wish to update their registration, such as adding a grow site to an existing registration, will be charged a $125 fee.
  • Adopt a fee schedule for pre-harvest THC testing provided by the ODA. The new hemp sampling fees would be increased by approximately 33 percent to cover the ODA’s cost associated with collecting regulatory samples. The proposed rules include additional fees, including travel time and overtime charges for services performed by the Department of Administrative Services.
  • Clarify requirements for individuals making retail sale of industrial hemp in the state. Those who sell industrial hemp items to consumers will no longer be required to test the item for potency before sale so long as the hemp ingredient used in the product has a compliance test at or below 0.3 percent total THC (THCA converted to delta9 and delta9 THC).
  • Change testing requirements for THC and CBD potency in final products. A finished hemp cannabinoid product must be tested for THC and CBD concentration in the same manner as cannabinoid products under OAR 333-007-0340 before it can be sold or transferred to a consumer.

In addition, the permanent rules address issues that shall go into effect on January 1, 2020. These issues include:

  • Revision of sampling procedures for pre-harvest THC testing. Specifically, the rules require that the total THC be tested, which the ODA has concluded is required by the 2018 Farm Bill.
  • Restructure of handler registration application process and fees, which adds the option for registration by reciprocity for OLCC-licensed processors who hold a hemp endorsement to process hemp with the OLCC Recreational Market.
  • Restructure the grower registration application and fees. In lieu of a $1,300 hemp grower application fee, the permanent rules provide for two separate fees and applications: (1) a fee of $250 for a grower registration application, and (2) a fee of $500 for each grow site registration application. Under this new structure, the average grower would pay lower registration fees ($750-1,250) because a majority of registered growers currently farm two or fewer fields.

For more information on the new permanent rules, don’t hesitate to contact our team of cannabis and CBD attorneys.

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USPTO Issues Clarification on Hemp-Related Trademarks

Earlier this month, the United States Patent and Trademark Office (USPTO) issued Examination Guide 1-19: Examination of Marks for Cannabis and Cannabis-Related Goods and Services After Enactment of the 2018 Farm Bill. While the guide didn’t provide any earth-shattering news regarding cannabis-related trademarks, it did clarify the USPTO’s position with respect to trademarks for domestic industrial hemp products.

The USPTO began by reiterating what we have written about extensively: “Use of a mark in commerce must be lawful under federal law to be the basis for federal registration under the U.S. Trademark Act.” Even where the goods or services for which protection is sought are legal under state law, if the goods or services violate federal law, including the Controlled Substances Act (CSA), they will not be eligible for trademark protection. The USPTO cites the following laws as applying in the analysis for whether or not a cannabis or hemp-related mark will be eligible for trademark registration:

  • The Controlled Substances Act, 21 U.S.C. §§801 et seq
  • The Federal Food Drug and Cosmetic Act, 21 U.S.C. §§301 et seq (FDCA)
  • The Agricultural Improvement Act of 2018, Pub. L. 115-334 (the 2018 Farm Bill), which amends the Agricultural Marketing Act of 1946 (AMA).

The 2018 Farm Bill, as we have written, and which was signed into law in December 2018, removed “hemp” from the CSA’s definition of “marijuana,” meaning that cannabis plants and derivatives such as CBD that contain no more than 0.3% THC on a dry-weight basis are no longer controlled substances under the CSA.

Because of this, the USPTO states that, “[f]or applications filed on or after December 20, 2018 that identify goods encompassing cannabis or CBD, the 2018 Farm Bill potentially removes the CSA as a ground for refusal of registration, but only if the goods are derived from ‘hemp.’ Cannabis and CBD derived from marijuana (i.e., Cannabis sativa L. with more than 0.3% THC on a dry-weight basis) still violate federal law, and applications encompassing such goods will be refused registration regardless of the filing date.”

But don’t get too excited yet. The USPTO also makes note of the elephant in the room when it comes to CBD: the FDA. The guide notes that, “even if the identified goods are legal under the CSA, not all goods for CBD or hemp-derived products are lawful following the 2018 Farm Bill. Such goods may also raise “lawful use” issues under the Federal Food Drug and Cosmetic Act.”

Because the 2018 Farm Bill explicitly preserved the FDA’s authority to regulate products containing cannabis or cannabis compounds under the FDCA and because CBD is an active ingredient in FDA-approved drugs and is a substance undergoing clinical investigations, “registration of marks for foods, beverages, dietary supplements, or pet treats containing CBD will still be refused as unlawful under the FDCA, even if derived from hemp, as such goods may not be introduced lawfully into interstate commerce.”

This is a point we’ve been making for quite some time now – the federal lawful use requirements implicate not only the CSA, but also the FDCA, meaning that until we see some movement from the FDA on the issue, trademark registrations for CBD products disallowed by the FDA will not be available.

The guide also notes that for all applicants that reference “hemp” in their specification of goods and services, the examining attorney will issue inquiries concerning the applicant’s authorization to produce hemp and applicants will need to provide additional statements to confirm that their products and activities comport with the 2018 Farm Bill.

So, while the USPTO’s release of this guide certainly isn’t earth-shattering, it does affirm the strategies we have been utilizing to secure trademark protection for our clients. This is a nuanced area of law, and if you are seeking to develop a brand protection strategy for your CBD or hemp products, it would be wise to consult with an attorney well-versed on the subject.

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