Boston Beer Co. v. Slesar Bros. Brewing Co.

                UNITED STATES COURT OF APPEALS
                    FOR THE FIRST CIRCUIT
                                         

Nos. 93-1290
 93-1520

          BOSTON BEER COMPANY LIMITED PARTNERSHIP, 
                D/B/A THE BOSTON BEER COMPANY,

                    Plaintiff, Appellant,

                              v.

             SLESAR, BROS. BREWING COMPANY, INC.,
                   D/B/A BOSTON BEER WORKS,

                     Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

              FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. Robert E. Keeton, U.S. District Judge]
                                                    

                                         

                            Before

                      Cyr, Circuit Judge,
                                        
                Bownes, Senior Circuit Judge,
                                            
                  and Boudin, Circuit Judge.
                                           

                                         

William O.  Hennessey, with whom  Richard A. Savrann  and Burns  &
                                                                  
Levinson were on brief for appellant.
    
Martin J.  O'Donnell, with whom Cesari  and McKenna were on  brief
                                                   
for appellee.

                                         

                      November 16, 1993
                                         

          BOWNES, Senior Circuit Judge.  Plaintiff-appellant,
          BOWNES, Senior Circuit Judge.
                                       

The Boston Beer Company, sought to enjoin defendant-appellee,

Boston Beer Works, from using  the words "Boston Beer" in its

name, and from using the word "Boston" in connection with any

of  its beers.  Appellant contended  that appellee's name was

confusingly similar to  its own, and would mislead the public

into  thinking that Boston  Beer Works' products  or services

originated or were associated  with those of The Boston  Beer

Company.   The district court rejected this claim, concluding

that  appellant's marks "Boston  Beer," as used  in its name,

and  "Boston," as  used in  connection with  a number  of its

products,  were not  entitled to  trademark  protection.   We

affirm.

                              I.
                                

                          BACKGROUND
                                    

          Appellant  is  a   beer  manufacturer.    In   1985

appellant  began brewing  Samuel  Adams  Boston  Lager  at  a

brewery in  Pittsburgh, Pennsylvania under  the name  "Boston

Beer Company."   The  Pittsburgh  facility was  independently

owned,  and appellant  operated  it  as  a  contract  brewer,

namely, one  who engages  another  to manufacture  beer in  a

brewery  owned  by  the  other.    Presently,  appellant  has

contract  breweries  in  Pittsburgh,  Utica,  New  York,  and

Portland, Oregon.

                             -2-
                              2

     In November 1988  appellant first began to brew  its own

beer at a brewery  located in Boston.   This also marked  the

first  time that  appellant actually brewed  any beer  in the

city that  shares its name.   Appellant has,  however, always

called Boston  its corporate home,  and virtually all  of its

assets and non-sales employees can be found in Massachusetts.

          Appellant's  "Boston"  brews  are  not  limited  to

Samuel Adams  Boston Lager.   In fact, appellant has  what it

refers to as  a "family" of "Boston"  beers.  In  addition to

Samuel Adams Boston  Lager, other members of  this family are

Boston  Lightship,   which  appellant   began  marketing   in

September  1987, and Samuel Adams Boston Ale, which appellant

began  marketing in  October 1988.1    Appellant's beers  are

marketed  and distributed  throughout the  United States  and

abroad.   Appellant  sells its  beers  to restaurants,  bars,

package  stores and  grocery stores  for resale; it  does not

make any sales directly to the public.

          Over  the  past  five  years  appellant  has  spent

substantial  amounts of money  promoting its products  in the

Boston  area.    From  1988  through  1992,  appellant  spent

                    

     1.  This  is not,  however,  the extent  of  appellant's
brews.  In  fact, appellant sports an entire  line of "Samuel
Adams"  beers, including:   "Samuel Adams  Cranberry Lambic,"
"Samuel  Adams  Cream  Stout,"  "Samuel Adams  Double  Bock,"
"Samuel  Adams  Triple  Bock,"  "Samuel  Adams  Oktoberfest,"
"Samuel  Adams Wheat  Brew," "Samuel  Adams  Winter Ale"  and
"Samuel Adams Winter Lager."

                             -3-
                              3

approximately $350,000  in advertising on major  Boston radio

stations.  Among the various  other promotional means used by

appellant are  billboards,  print advertising,  and sales  of

promotional materials such as coasters, balloons, hats, table

tents  and table  tent  holders.   By 1992  appellant's total

sales  in the  Boston area  had exceeded  $3 million  and its

total sales had exceeded $20 million.

          Appellee is  a restaurant and  brew pub.   On April

10, 1992, it  opened for business on Brookline  Avenue in the

Kenmore  Square section of Boston, directly across the street

from Fenway Park, home of the Boston Red Sox.  As a brew pub,

appellee is a licensed restaurant that brews beer on-site for

consumption  by its  patrons.   One  of the  beers brewed  by

appellee is named  "Boston Red."  In addition  to brewing and

serving its own beers, appellee offers a wide range of food.

          Appellant commenced this  action on April 14,  1992

alleging    trademark    and   trade    name    infringement,

misappropriation and  unfair competition pursuant  to   43(a)

of the Lanham  Act, 15 U.S.C.   1125(a), the  general laws of

the Commonwealth of Massachusetts and  common law.  The first

amended  complaint  alleged,  inter   alia,  that  appellee's
                                          

"adoption  of  `BOSTON  BEER WORKS'  made  with  knowledge of

Plaintiff's prior use of the trademark and trade name `BOSTON

BEER COMPANY'  and its  `BOSTON BRAND'  family of  trademarks

...." constitutes a  violation of   43(a) of  the Lanham Act.

                             -4-
                              4

First Amended Complaint at   17.  On April 15 appellant moved

for a temporary restraining order to stop appellee from using

the names "Boston  Beer Works" and "Boston Red."   The motion

was denied the same day.

          On April  21  appellant  moved  for  a  preliminary

injunction.   After  two days  of hearings  and  argument the

district court denied the motion.   In a Memorandum and Order

dated June  18, 1992  (the "June  Memorandum"), the  district

court found that the  appellant's marks were not  entitled to

trademark2 protection.

          The district  court found  first that  "plaintiff's

`BOSTON BEER' mark as used  in its name `BOSTON BEER COMPANY'

is  sufficiently descriptive  so  as  not  to  be  considered

generic  and  thus  unprotectable."   June  Memorandum  at 9.

Next, the court found that "plaintiff's `BOSTON' mark as used

in its `SAMUEL ADAMS BOSTON' beers and its `BOSTON LIGHTSHIP'

beer  is a descriptive term."   In fact, the court found that

appellant did not even  contend that its marks  were anything

but descriptive.  Id.   Therefore, the court stated, in order
                     

to  satisfy its  burden of  establishing that  its marks  are

                    

     2.  For purposes  of  this opinion,  the term  trademark
includes trade names as well.  Although there are differences
between the  two concerning, inter  alia, registration  under
                                        
the  Lanham  Act, the  differences  are not  relevant  to our
decision in  this case.   See Union National Bank,  Laredo v.
                                                          
Union National Bank, Austin, 909  F.2d 839, 841 n.2 (5th Cir.
                           
1990)  (citing Blinded  Veterans Assoc.  v.  Blinded American
                                                             
Veterans  Foundation, 872  F.2d 1035,  1040  n.11 (D.C.  Cir.
                    
1989)).

                             -5-
                              5

entitled  to trademark  protection,  "[p]laintiff must  still

make a  showing, under a  likelihood standard, that  its name

and marks have acquired secondary meaning."  Id.
                                                

          After reviewing the relevant preliminary injunction

considerations, the court  concluded that appellant  had "not

shown a likelihood  of establishing by a preponderance of the

evidence a secondary meaning for `BOSTON BEER' and `BOSTON.'"

Id.  at 15.    Specifically, the  court  found that  although
   

appellant had been using  the name "Boston Beer  Company" and

the  term "Boston"  in connection  with  Samuel Adams  Boston

Lager since  late 1985,  not all  of appellant's  promotional

materials contained "The Boston Beer Company" name, and those

that did,  always used it  along with another  of appellant's

beer marks.   "For example,"  the court pointed out,  "on the

cards plaintiff prints  to be inserted  into table tents  for

restaurants  and bars, the `BOSTON BEER COMPANY' name appears

on  the bottom  of the  card with plaintiff's  `SAMUEL ADAMS'

logo and its  slogan `The Best Beer in  America' appearing at

the top of the card."  June Memorandum at 11.   Moreover, the

court found that  all of the promotions that  did include the

company's  name,  "place[d] the  name  on the  bottom  and in

smaller type  than the rest  of the words on  the promotional

item."  Id. 
           

          As  far  as   the  labels  appearing  on   each  of

appellant's  three  "Boston"  beers,  the  court  noted  that

                             -6-
                              6

"Boston" did in fact appear in each of the beers' names.   In

addition,  the  court  found that  each  beer's  bottle label

contained an illustration   or logo, and that,  on bottles of

Samuel Adams  Boston Lager  and Boston  Lightship, the  words

"Samuel Adams" and "Lightship" were in larger print  than the

words "Boston  Lager" and  "Boston," respectively.   Finally,

the court found that the name "Boston  Beer Company" appeared

at the  bottom of  all appellant's labels  in a  smaller type

than either the illustration or the other words on the label.

          It  was   undisputed  that  appellant   engaged  in

substantial  advertising and promotion of its products in the

Boston  area.   The court  found,  however, that  appellant's

efforts  were  "focused  in  the  direction  of  promoting  a

connection   between    'SAMUEL   ADAMS'    and   plaintiff's

products[,]"  and  not  towards   establishing  a  connection

between  the terms "Boston  Beer" and  "Boston" and  its beer

products.  Id. at 15-16.  In reaching this  result, the court
              

examined   appellant's   billboards,   radio  advertisements,

various   promotional   paraphernalia,  and   a   promotional

brochure.   Finally,  the  court pointed  out  that the  vast

majority of  appellant's advertising is directed  towards its

best-selling  brand,  Samuel  Adams Boston  Lager,  and  that

appellant  produces other "Samuel  Adams" beers that  are not

part of its "Boston" family.  As the court also observed,

          [t]he fact that  plaintiff produces other
          Samuel Adams beers, with  the same Samuel

                             -7-
                              7

          Adams  logo  as  appears on  its  "Samuel
          Adams  Boston  Lager" and  "Samuel  Adams
          Boston Ale" beer labels, but without  the
          "BOSTON"   family   name,   reduces   the
          likelihood that a consumer will associate
          "BOSTON"    or    "BOSTON    BEER"   with
          plaintiff's products.

June Memorandum at 14-15.   In summary, the court found that,

notwithstanding  the  duration  of  appellant's  use  of  the

"Boston  Beer  Company"   name  and  the  term   "Boston"  in

connection with  three of its  products, it had  not directed

its  advertising  and promotional  activities  to  creating a

connection  between "Boston Beer"  and its products,  and had

not made efforts  at promoting a connection  between "Boston"

and its products, and therefore it had not shown a likelihood

of establishing secondary meaning.

          On February  9 and 10,  1993 a  non-jury trial  was

held, at the conclusion of  which the court gave its decision

from the bench.  The sole issues litigated were:  (1) whether

secondary meaning had attached to "Boston" and "Boston Beer,"

and (2) if  so, whether  a likelihood  of consumer  confusion

existed.  Appellant's  principal evidence at  trial consisted

of a consumer survey.  

          The survey was conducted  among 400 "beer drinkers"

from the greater-Boston  area who were split  into two groups

of  200.     Each  group  was  provided  with   a  choice  of

approximately  20 beers  and asked  to identify  the  beer or

beers produced by  each of three different  "beer companies."

                             -8-
                              8

Both  groups were asked  about the "Latrobe  Brewing Company"

and the "Anheuser-Busch company."   One group was asked about

Boston Beer Company  and the other  about Boston Beer  Works.

Included  on the list  were appellant's three  "Boston" beers

which  appeared as  "Samuel Adams  beer,"  "Boston Ale,"  and

"Lightship."  The  other beers consisted of  various domestic

and imported brands.

          When  asked  what  brand of  beer  was  produced by

Boston  Beer Company, 36%  responded with Samuel  Adams beer.

Boston  Ale and Lightship each garnered 4%, and 59% responded

that they did not know.  Similarly, for the group asked about

Boston Beer  Works, 31% responded with Samuel  Adams, 4% with

Boston  Ale, 2%  Lightship  and 66%  could  not identify  any

brand.

          After hearing all of the evidence, the court found:

          The  principal  difference   between  the
          evidence that  was before me at  the time
          of the preliminary injunction hearing and
          the  evidence that  is before  me in  the
          full  development  of  the case  here  on
          trial  is  the  addition  of  the  survey
          evidence that the  plaintiff has offered.
          I find  that  that is  not sufficient  to
          establish a secondary  meaning and indeed
          as  fact finder I  find that it  does not
          even  strongly  support an  inference  of
          secondary meaning.

          The court went on to identify what it felt were two

problems  with the  survey.   First  it  had trouble  drawing

inferences  favorable to  appellant from  the survey  because

                             -9-
                              9

participants were  told  that they  were  going to  be  asked

questions about beer "companies" as opposed to a neutral term

such as "producers" or "brewers."

          Second  and more  importantly,  the district  court

found  that the survey results simply  did not provide strong

support for an inference of  secondary meaning.  In a lengthy

colloquy with  appellant's trial  counsel the  district court

explained that "[a] strong inference I draw from this is that

when the interviewee is prompted by three words, two of which

are 'Boston  Beer,' a  third of them  come back  with 'Samuel

Adams'."    "Is that  enough"  the  court queried,  "if  [the

interviewees are] just associating Samuel Adams with somebody

who produces beer in  Boston ...."  In other words, the court

found  that the  survey  provided a  strong  inference of  an

association  between  product  and  place,  but  not  between

product and source.3   This association, the  court believed,

explained the fact that similar percentages associated Samuel

Adams with Boston Beer Company and Boston Beer Works.

          According to the court, the results

          support[ed] an inference  of uncertainty,
          if not confusion,  as between Boston Beer
          Works and Boston  Beer Company, but  that
          is  not the issue that is decisive of the

                    

     3.  On this point, the district court commented:  "Well,
don't people associate Samuel Adams with Boston, at least any
of them  who  have their  American  history course  still  in
mind?"  The  court added that this might  particularly be the
case  with,    "upper-scale  Samuel  Adams beer  drinkers[.]"
Appendix at 608.

                             -10-
                              10

          adequacy  of the  evidence  before me  to
          show secondary meaning.   So taking  into
          account that evidence along with all  the
          other  evidence before  me, I  find  by a
          preponderance of the  evidence that there
          has  not  been  an  establishment  of   a
          secondary  meaning  that  associates  the
          product with Boston Beer Company.

Because  the trial court  found that appellant  had failed to

meet its burden on secondary meaning, the court did not reach

the issue of likelihood of confusion.  This appeal followed.

                             II.
                                

                          DISCUSSION
                                    

          Appellant argues that the  district court committed

legal  error by failing  to make an  independent finding that

the marks lack  "inherent distinctiveness," to go  along with

its finding that  the marks "Boston"  and "Boston Beer"  were

descriptive.  Alternatively, appellant contends that, even if

the court did not commit any  legal error on this front,  its

finding that the marks are descriptive was clearly erroneous.

Next, appellant argues that the district court's finding that

the survey was not highly probative of secondary  meaning was

clearly erroneous.   Alternatively,  appellant contends  that

the  district court misunderstood  the doctrine  of secondary

meaning.  Finally, appellant argues that the survey, standing

alone  or together  with the  other  evidence, established  a

likelihood of confusion as a matter of law, and therefore the

court's finding that  its marks lacked secondary  meaning was

illogical.

                             -11-
                              11

          Neither mark over which appellant asserts exclusive

rights  -  "Boston  Beer"  and  "Boston"  -  are  registered.

Therefore  the present  claim is  based upon    43(a)  of the

Lanham Act  which covers unregistered  trademarks.4   Section

43(a) prohibits any person from using

          in connection with any  goods ... or  any
          container for goods, ... any word,  term,
          name,   symbol,   or   device,   or   any
          combination  thereof  ...  which  ...  is
          likely to  cause confusion,  or to  cause
          mistake,  or  to deceive  ...  as to  the
          origin, sponsorship,  or approval  of his
          or her goods ... by another person.

15 U.S.C.    1125(a).   It  is settled  that    43(a) of  the

Lanham Act  protects qualifying unregistered marks,  and that

the  general  principles qualifying  a mark  for registration

under    2  of the  Lanham  Act are  generally applicable  in

determining  whether  an  unregistered  mark  is  entitled to

protection under    43(a).   Two Pesos, Inc. v.  Taco Cabana,
                                                             

Inc.,    U.S.    , 112 S. Ct. 2753, 2757 (1992).
    

          A  court's  inquiry  into  whether  a  term  merits

trademark protection  starts with the classification  of that

term along the spectrum of  "distinctiveness."  At one end of

the  spectrum there are  generic terms that  have passed into

common usage to identify a  product, such as aspirin, and can

                    

     4.  A trademark is  defined as "any word,  name, symbol,
or device,  or any  combination thereof used  by a  person to
identify and distinguish his or her goods, including a unique
product, from  those manufactured  or sold  by others and  to
indicate  the source  of the  goods, even  if that  source is
unknown."  15 U.S.C.   1127.

                             -12-
                              12

never be protected.   Two Pesos, 112  S. Ct. at 2757;  Miller
                                                             

Brewing Co.  v. Falstaff  Brewing Co., 655  F.2d 5,  7-8 (1st
                                     

Cir. 1981).   In the middle  there are so-called  descriptive

terms, such as  a geographical term, which  can be protected,

but  only if  it  has acquired  "secondary meaning"  by which

consumers  associate it with a particular producer or source.

Two Pesos, 112 S. Ct.  at 2757; Volkswagenwerk AG v. Wheeler,
                                                            

814 F.2d 812, 816 (1st  Cir. 1987).  At the other end  of the

spectrum, there are suggestive, arbitrary  and fanciful terms

that can  be protected  without proof  of secondary  meaning.

These  terms are  considered  "inherently distinctive."   Two
                                                             

Pesos, 112  S. Ct. at  2757; see Wiley v.  American Greetings
                                                             

Corp.,  762 F.2d  139,  141  (1st Cir.  1985)  ("a design  is
     

considered  'inherently distinctive'  if  it  is fanciful  or

arbitrary") (footnotes omitted).

          Once the determination has been made that a term is

entitled to trademark protection, the pivotal inquiry becomes

whether  the allegedly  infringing mark  is  likely to  cause

consumer  confusion.  See Boston Athletic Assoc. v. Sullivan,
                                                            

867 F.2d 22,  28 (1st Cir.  1989); Wheeler, 814 F.2d  at 817.
                                          

That is, whether a consumer  is likely to believe that Boston

Beer Works' products are in  fact produced by The Boston Beer

Company.

          Whether  a   term  is   generic,  descriptive,   or

inherently distinctive is a question of fact.  See Wiley, 762
                                                        

                             -13-
                              13

F.2d  at  141.    Similarly,  whether  a  mark  has  acquired

secondary meaning is  also a question of fact.   Wheeler, 814
                                                        

F.2d at  816.  Accordingly, the district  court's findings on

both of these questions are  subject to review only for clear

error.   Atlantic Track  & Turnout Co.  v. Perini  Corp., 989
                                                        

F.2d 541, 543 (1st Cir. 1993).

          As this  court has  previously noted,  "[t]he clear

error hurdle  is ...  quite high."   Lenn v.  Portland School
                                                             

Committee, 998 F.2d 1083, 1087 (1st Cir. 1993).  Of course, a
         

district court's rulings of law are reviewed de novo.  Id.
                                                          

A.  Inherent Distinctiveness
                            

          At  the outset,  appellant contends that  its marks

are inherently  distinctive, as  opposed to descriptive,  and

are therefore entitled to  trademark protection without proof

of secondary  meaning.   Because we  hold that appellant  has

failed  to preserve the issue of inherent distinctiveness for

appeal, we decline to reach the merits of its contentions.

          The   law  in  this  circuit  is  crystalline:    a

litigant's  failure to explicitly  raise an issue  before the

district court forecloses  that party from raising  the issue

for the  first time  on appeal.   See McCoy  v. Massachusetts
                                                             

Institute of  Technology, 950  F.2d 13,  22 (1st  Cir. 1991),
                        

cert. denied, 112 S. Ct. 1939 (1992).
            

          After  scouring  the  record,  we  have  failed  to

uncover  a   single  instance,  either   orally  or   through

                             -14-
                              14

submission,  where appellant  advocated that  its marks  were

anything  but descriptive.    From the  very  outset of  this

litigation appellant had pitched its case on the theory  that

its  marks are descriptive, that they have attained secondary

meaning, and are thus entitled to trademark protection.   The

trial  below proceeded on  the common understanding  that the

marks  were  descriptive;  and  appellant  acknowledged  that

secondary meaning and  likelihood of confusion were  the only

triable  issues.     Moreover,  after  rendering  its   bench

decision, the trial  court asked appellant if  any additional

findings  were  necessary in  order  to  address all  of  its

claims, and  appellant did not request a  finding on inherent

distinctiveness.

          According to appellant, it  preserved this issue by

underlining, and  thereby objecting  to, appellee's  proposed

pre-trial  finding that the marks were "neither arbitrary nor

fanciful."   Appendix  at 444.    We have  little trouble  in

finding  that the  act  of  underlining  is  insufficient  to

preserve  this  issue  for appeal.    See  Rodriguez-Pinto v.
                                                          

Tirado-Delgado, 982 F.2d  34, 41 (1st Cir.  1993) ("arguments
              

made  in  a perfunctory  manner  below are  deemed  waived on

appeal").   Because  we see  no  reason to  diverge from  our

customary practice, we treat this argument as waived.

B.  Secondary Meaning
                     

                             -15-
                              15

          Because appellant's marks are descriptive, they are

entitled  to  trademark  protection only  upon  a  showing of

secondary meaning.  Secondary meaning

          refers to a word's, or a sign's,  ability
          to  tell the public that the word or sign
          serves  a  special   trademark  function,
          namely,  that  it  denotes a  product  or
          service  that  comes  from  a  particular
          source.  Words and phrases, in  ordinary,
          non-trademark, use normally  pick out, or
          refer  to,  particular  individual  items
          that exhibit the characteristics that the
          word or phrase connotes (without specific
          reference to the item's source).

DeCosta v. Viacom International, Inc., 981 F.2d 602, 606 (1st
                                     

Cir. 1992),  cert. denied, 113  S. Ct. 3039 (1993);  see also
                                                             

Wheeler, 814 F.2d at 816 ("words which have a primary meaning
       

of  their  own  ... may  by  long  use in  connection  with a

particular  product,  come  to  be  known  by  the public  as

specifically    designating    that     product")    (quoting

Volkswagenwerk  AG v. Rickard,  492 F.2d  474, 477  (5th Cir.
                             

1974));   President  &  Trustees of  Colby  College v.  Colby
                                                             

College-N.H., 508 F.2d  804, 807 (1st Cir. 1975)  (a name has
            

achieved  secondary meaning  when "a significant  quantity of

the  consuming   public  understand  the  name  as  referring

exclusively  to  the   appropriate  party").     Accordingly,

secondary meaning  has been  established in  a geographically

descriptive  mark where the mark no  longer causes the public

to associate  the  goods  with a  particular  place,  but  to

associate the goods with a particular source.  Burke-Parsons-
                                                             

                             -16-
                              16

Bowlby Corp. v. Appalachian Log Homes, 871 F.2d 590, 595 (6th
                                     

Cir.  1989)  (citing  American  Footwear   Corp.  v.  General
                                                             

Footwear Co. Ltd., 609 F.2d  655 passim (2d Cir. 1979), cert.
                                                             

denied, 445 U.S. 951 (1980)).
      

          "Proof  of   secondary  meaning   entails  vigorous

evidentiary   requirements."      Perini   Corp.  v.   Perini
                                                             

Construction,  915 F.2d  121, 125  (4th  Cir. 1990)  (quoting
            

Thompson Medical  Co. v. Pfizer  Inc., 753 F.2d 208,  217 (2d
                                     

Cir. 1985)); see Bank  of Texas v. Commerce  Southwest, Inc.,
                                                            

741  F.2d  785,  787  (5th  Cir.  1984)  (evidentiary  burden

necessary to establish secondary meaning for a geographically

descriptive term is substantial).  Moreover, it is the  party

seeking protection of a mark  who bears the burden of proving

that secondary  meaning has attached.   Bristol-Meyers Squibb
                                                             

Co.  v. McNeil-P.P.C.,  Inc., 973  F.2d 1033,  1041  (2d Cir.
                            

1992);  Blinded Veterans Assoc., 872 F.2d at 1041.
                               

          To  establish   secondary  meaning   in  the   mark

"Boston," not only  must appellant prove  that, when read  or

heard  by  consumers  in connection  with  beer,  "Boston" no

longer means  that the  beer  was brewed  in Boston  or by  a

Boston-based brewer, but that the consuming public recognizes

that the word "Boston" identifies  appellant as the source of

the beer.

          Similarly, with respect to the mark  "Boston Beer,"

as  used  in  appellant's  name,  The  Boston  Beer  Company,

                             -17-
                              17

appellant  must prove  that  a  substantial  portion  of  the

consuming  public associates  those  words specifically  with

appellant's  business.   See Perini Corp.,  915 F.2d  at 125.
                                         

"But  secondary meaning cannot be recognized where, despite a

degree of association between the mark and the  producer, the

original  meaning remains  dominant;  so  long  as  the  mark

remains descriptive  in its primary  significance, subsidiary

connotations  cannot   justify  trademark  treatment."     R.

Callmann, Unfair  Competition, Trademarks  and Monopolies,   
                                                         

19.26  at 144 (4th ed. 1989); see Burke-Parsons-Bowlby Corp.,
                                                            

871  F.2d  at  595  (geographically  descriptive  term  lacks

secondary  meaning if it still primarily denotes a geographic

area as opposed to a single source).

          Among  the factors this court generally looks to in

determining  whether a  term has  acquired secondary  meaning

are:

          (1) the length and manner of its use, (2)
          the nature and  extent of advertising and
          promotion of the mark and (3) the efforts
          made in  the  direction  of  promoting  a
          conscious  connection,  in  the  public's
          mind,  between  the name  or  mark  and a
          particular product or venture.

Wheeler,  814 F.2d  at  816  (quoting  Volkswagenwerk  AG  v.
                                                         

Rickard, 492 F.2d  at 478).  Proof relating  to these factors
       

constitutes circumstantial evidence  from which a court  must

draw  reasonable  inferences.   In  its  bench  decision, the

district court found,  and appellant does not  dispute, that,

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                              18

except  for the survey, the evidence of secondary meaning was

not  materially  different  at  trial  than  it  was  at  the

preliminary injunction  hearing.   The  court then  concluded

that  the  addition  of  the  survey  to  the  circumstantial

evidence did not alter its prior findings, and that appellant

had not met its burden of establishing secondary meaning.  In

its brief appellant  does not explicitly address  the court's

earlier  findings.    Instead,  appellant  alleges  that  the

court's treatment of the survey is  grounds for reversing its

finding on secondary meaning.  We turn to the survey.

          Survey evidence has become a well-recognized  means

of   establishing  secondary  meaning.    See  President  and
                                                             

Trustees of Colby College, 508 F.2d at 809; Papercutter, Inc.
                                                             

v.  Fay's Drug Co.,  Inc., 900 F.2d 558,  564 (2d Cir. 1990).
                         

In  fact, consumer surveys and  testimony are the only direct

evidence on this question.  See International  Kennel Club v.
                                                          

Mighty  Star, Inc.,  846  F.2d 1079,  1085  (7th Cir.  1988).
                  

Appellant  explains  its  survey  in  three  steps.    First,

appellant points to the percentage of participants, 36 and 31

percent respectively,  who identified The Boston Beer Company

and Boston Beer  Works as the producer of  Samuel Adams beer.

Next, appellant  contends that  this correlation  proves that

the  public associates  Samuel  Adams  beer  with  the  words

"Boston  Beer."  Finally,  appellant concludes that secondary

meaning has been established because whenever a consumer sees

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                              19

or  hears  the term  "Boston  Beer,"  it  will associate  the

product with the  brewer of Samuel Adams beer.   The district

court found  that the survey  did not bridge the  logical gap

between steps two and three. 

          Our examination  of  the  survey  and  its  results

convinces  us that,  while  the  survey  might  provide  some

evidence of secondary meaning, the district court's treatment

of  the survey  was  not  clearly  erroneous.    The  court's

finding, that the survey results  demonstrate a product-place

association  as opposed to  a product-source  association, is
                                            

not  inconsistent with  the survey  results,  and provides  a

viable alternative to the explanation proffered by appellant.

          Just  because  one-third  of those  surveyed,  when

presented  with a  list  of  beers and  a  brewer whose  name

contained the words  "Boston Beer," matched that  brewer with

Samuel Adams  beer,  does not  mean  that the  words  "Boston

Beer,"  used  in  connection  with  appellant's   name,  have

necessarily  assumed  a secondary  meaning.   It  is  just as
           

probable, as  the  district  court  lucidly  explained,  that

appellant's marks  are still primarily perceived by consumers

as geographically  descriptive terms, and that  consumers are

simply  aware of  the  fact  that Samuel  Adams  is a  Boston

beer.5   Moreover,  the  district  court  observed  that  the

                    

     5.  Even assuming that appellant's reading of the survey
results is the  correct one, a positive response  rate of 36%
is hardly  overwhelming.   See generally  Callmann, supra,   
                                                         

                             -20-
                              20

survey was somewhat suggestive in that it gave the impression

that Boston Beer  Works was a "company,"  like Anheuser-Busch

and Latrobe, as opposed to a restaurant/brew pub.

          Furthermore,    if    the    survey   unequivocally

establishes  secondary meaning in the marks "Boston Beer" and

"Boston,"  then we are at a  loss to understand why, when 36%

of those surveyed thought that  Samuel Adams beer was  brewed

by The Boston Beer Company, only 4% of the same group thought

that Boston  Ale was also produced by  that company.6  If the

marks  have acquired secondary  meaning, the same  people who

selected Samuel Adams as one of appellant's brews should have

selected Boston Ale as well.

          Because  the district  court's ultimate  finding on

secondary  meaning  was  based   upon  its  consideration  of

circumstantial as well as direct evidence, we briefly discuss

the former.   We have already set forth  the relevant factors

for considering circumstantial evidence of secondary meaning,

as  well  as the  district court's  thorough analysis  of the

evidence thereunder.   The district court's finding  that the

circumstantial evidence  of secondary meaning did not support

an inference favorable to appellant is well-supported.

                    

19.27.50 at 205 (collecting cases).

     6.  Additionally,  it is  possible  that  there  was  no
overlap between the people who selected Samuel Adams beer and
those who selected Boston Ale.

                             -21-
                              21

          After   reviewing   the  entire   record,   placing

particular emphasis  on appellant's  survey, we  can find  no

error,  clear or otherwise,  in the district  court's finding

that   appellant  failed  to  carry  its  burden  of  proving

secondary meaning.

          Next  appellant   argues  that   the  trial   court

committed  legal error by "rejecting" the survey for "failure

to show any consumer identification of `company'."  According

to appellant this  was a mistake because the  Lanham Act does

not  require that the  consumer actually know  the producer's

name.  As  a preliminary matter, appellant  is incorrect when

it states that the district court "rejected" the survey.  The

district court accepted the survey  into evidence and gave it

careful consideration  before concluding that the  survey did

not provide a basis for a finding of secondary meaning.

          Furthermore,  appellant  incorrectly  attributes  a

legal  error  to  the  court.    At  the  risk  of  repeating

ourselves,  the district court  found that appellant  had not

met its burden of proving that its marks had come to identify

a single  source of beer  as opposed to simply  identifying a

geographic  origin.   This  finding  does  not rest  upon  an

erroneous view of the law.

          Finally, appellant  tries  to  execute  an  end-run

around the  district  court's finding  on secondary  meaning.

Appellant maintains  that because the  survey demonstrates  a

                             -22-
                              22

likelihood  of consumer  confusion  between  The Boston  Beer

Company  and  its products  and  Boston  Beer Works  and  its

products,  secondary meaning  must exist.   While it  is true

that a finding of a  likelihood of confusion could only occur

in this case if secondary meaning had attached to appellant's

marks,  appellant's  argument  places  the  cart  before  the

Clydesdale. 

          The  district court  found  that appellant's  marks

were  not entitled to  trademark protection because  they had

not  attained secondary meaning.  Accordingly, that court did

not need to address the  question of likelihood of confusion.

The determination  as to  whether a  likelihood of  confusion

exists is a question of fact.  See Aktiebolaget Electrolux v.
                                                          

Armatron  International, Inc., 999 F.2d 1,  3 (1st Cir. 1993)
                             

(citing  Keds Corp. v. Renee International Trading Corp., 888
                                                        

F.2d  215,  222  (1st  Cir. 1989)).    This  determination is

generally  based upon eight  separate factors, each  of which

requires its own factual findings.   See id. (setting out the
                                            

eight  factors).    Because we  affirm  the  district court's

finding on secondary  meaning, we need not  address the issue

of likelihood of confusion.

          Affirmed.
                  

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