Contract analysis

1. Crestline Packaging Solutions LLC brings this action to recover and protect its proprietary high-performance barrier coating formulation designated CPS-BC-1147, a trade secret developed over a period of approximately twenty-four (24) months, from January 2015 through December 2016, at a cost of approximately $3.8 million in research and development investment. CPS-BC-1147 represents one of the most commercially si

2. CPS-BC-1147 is a water-based, high-performance barrier coating designed for use on food-grade paperboard packaging substrates. The formulation provides superior moisture-vapor, grease, and oxygen barrier properties, enabling CPS's customers to produce food packaging that meets exacting regulatory and performance standards while reducing reliance on petroleum-based and plastic-laminate alternatives.

3. CPS-BC-1147 has proven to be a significant commercial success. In fiscal year 2023, CPS-BC-1147 accounted for approximately twenty-two percent (22%) of CPS's total coatings revenue, equating to approximately $47.23 million of CPS's $214.7 million in total revenue. The formulation has become a cornerstone of CPS's product offerings to the food packaging industry.

4. Defendant Harlow Chemical Supply Inc. served as CPS's toll-manufacturing supplier from March 2017 through January 2023, pursuant to a Toll Manufacturing Agreement (the "TMA") that contained strict confidentiality, non-reverse-engineering, non-compete, and customer non-solicitation covenants designed to protect CPS's proprietary information during and after the tolling relationship.

5. During the course of the tolling relationship, Harlow, acting through and at the direction of Defendants Gerald W. Norris and Kenneth Fielding, secretly and wrongfully reverse-engineered CPS's proprietary formulation by sending CPS Concentrate A — a pre-blended concentrate containing five undisclosed proprietary additive components — to a third-party analytical laboratory, Archer Material Sciences Inc., located in

6. Beginning in approximately April 2023 — a mere three months after the TMA's termination — Harlow commenced manufacturing and marketing a barrier coating product under the name "ShieldCoat Pro 900" that is a near-identical copy of CPS-BC-1147. Making matters worse, Harlow, through its Sales Director Amanda Trent, directly solicited CPS's own longstanding customers, offering ShieldCoat Pro 900 at a price approximate

7. In response to these troubling developments, CPS retained Thornburg Analytics LLC, an independent forensic analytical chemistry laboratory based in Cincinnati, Ohio, to perform a forensic comparison of ShieldCoat Pro 900 and CPS-BC-1147. Thornburg's principal, Dr. Elena Vasquez, Ph.D. (Analytical Chemistry), concluded in her preliminary report dated December 22, 2023, that ShieldCoat Pro 900 matches CPS-BC-1147 in

8. CPS brings claims under the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. §§ 1836–1839; the Ohio Uniform Trade Secrets Act ("Ohio UTSA"), Ohio Rev. Code §§ 1333.61–1333.69; for breach of contract; for tortious interference with business relationships; and for unjust enrichment.

9. CPS seeks temporary, preliminary, and permanent injunctive relief; compensatory damages; exemplary damages for willful and malicious misappropriation; disgorgement of Defendants' unjust profits; reasonable attorneys' fees and costs; and all other relief the Court deems just and equitable.

I. THE PARTIES A. Plaintiff Crestline Packaging Solutions LLC

10. Plaintiff Crestline Packaging Solutions LLC is an Ohio limited liability company with its principal place of business and headquarters located at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS's registered agent for service of process in the State of Ohio is CT Statutory Services LLC, 4400 Easton Commons, Suite 125, Columbus, Ohio 43219. CPS's federal employer identification number is 31-4827193.

11. CPS is a manufacturer of specialty barrier coatings, laminates, and packaging substrates for the food, pharmaceutical, and industrial packaging industries. CPS's manufacturing operations are centered at its Columbus, Ohio facility, where the company produces approximately thirty-eight (38) million pounds of coatings annually. CPS employs approximately 620 individuals across its operations.

12. In fiscal year 2023, CPS reported total revenue of approximately $214.7 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $31.2 million. CPS-BC-1147 is the single largest product line within CPS's coatings portfolio, accounting for approximately $47.23 million of CPS's total revenue, or approximately twenty-two percent (22%).

13. CPS is led by its Chief Executive Officer, David Kessler. The company's Vice President of Research & Development is Dr. Margaret Yuen, who led the team that developed CPS-BC-1147. CPS's General Counsel is Rachel Sung, and its Sales Director is Brian Novotny.

14. CPS is a portfolio company of Ridgepoint Capital Partners LP, a Cleveland-based middle-market private equity firm organized as a Delaware limited partnership with its principal office at 1900 Euclid Avenue, Suite 3400, Cleveland, Ohio 44115. Ridgepoint acquired CPS in 2019 for an enterprise value of approximately $285 million, reflecting the substantial value of CPS's proprietary coating technologies, customer re

15. CPS maintains a $130 million senior secured credit facility with Keystone Commerce Bank, a financial institution with offices at 500 Grant Street, Pittsburgh, Pennsylvania 15219. The value of CPS's proprietary formulations, including CPS-BC-1147, is a material component of the collateral base and going-concern value supporting this credit facility. B. Defendant Harlow Chemical Supply Inc.

16. Defendant Harlow Chemical Supply Inc. is an Indiana corporation with its principal place of business and headquarters located at 1120 Commerce Boulevard, Terre Haute, Indiana 47802. Harlow's registered agent for service of process in the State of Indiana is Indiana Registered Agents Inc., 201 North Illinois Street, Suite 1600, Indianapolis, Indiana 46204. Harlow's federal employer identification number is 35-2918

17. Harlow is a contract (toll) chemical manufacturer serving the coatings, adhesives, and sealants industries. Harlow provides blending, mixing, packaging, and related toll manufacturing services to third-party principals who supply proprietary formulations and, in many cases, proprietary raw materials to Harlow for processing. Harlow employs approximately 210 individuals.

18. Harlow's estimated revenue for fiscal year 2023 was approximately $87.3 million. Harlow's Chief Executive Officer and sole shareholder is Defendant Gerald W. Norris. Harlow's Vice President of Technical Operations is Defendant Kenneth Fielding. Harlow's Sales Director is Amanda Trent. C. Defendant Gerald W. Norris

19. Defendant Gerald W. Norris is an individual residing in or near Terre Haute, Indiana. Norris is the Chief Executive Officer and sole shareholder of Harlow Chemical Supply Inc.

20. Norris directed, authorized, and approved the misappropriation of CPS's trade secrets as described herein. Norris personally directed the development and marketing of ShieldCoat Pro 900 and approved the solicitation of CPS's customers. As the sole shareholder and controlling principal of Harlow, Norris exercised complete dominion and control over Harlow's business decisions and operations and is personally liable

21. Defendant Kenneth Fielding is an individual residing in or near Terre Haute, Indiana. Fielding serves as Vice President of Technical Operations at Harlow Chemical Supply Inc.

22. Fielding personally directed the reverse engineering of CPS Concentrate A, including arranging for its submission to Archer Material Sciences Inc. for compositional analysis, in direct and willful violation of the TMA. Fielding also retained batch production records, analytical test results, and process parameter logs generated in connection with Harlow's toll manufacturing of CPS-BC-1147 beyond the scope permitt

23. Fielding is personally liable for his tortious conduct, including his active participation in the misappropriation of CPS's trade secrets and his role in directing the development of ShieldCoat Pro 900 based on the misappropriated formulation.

II. JURISDICTION AND VENUE A. Subject Matter Jurisdiction

24. This Court has subject matter jurisdiction over the federal claims asserted herein pursuant to 28 U.S.C. § 1331 (federal question jurisdiction) because CPS asserts claims arising under the Defend Trade Secrets Act, 18 U.S.C. §§ 1836–1839, a federal statute.

25. This Court has supplemental jurisdiction over CPS's state-law claims pursuant to 28 U.S.C. § 1367(a) because those claims — including claims under the Ohio Uniform Trade Secrets Act (Ohio Rev. Code §§ 1333.61–1333.69), breach of contract, tortious interference with business relationships, and unjust enrichment — arise from the same case or controversy and share a common nucleus of operative facts with the federal

26. This Court has personal jurisdiction over Defendant Harlow Chemical Supply Inc. because Harlow transacted substantial business in the State of Ohio over an extended period. Specifically, Harlow performed toll manufacturing services for CPS under the TMA for nearly six years, regularly shipped finished product to CPS's Columbus, Ohio facility, and solicited CPS's Ohio-based customers. Harlow's contacts with Ohio a

27. This Court has personal jurisdiction over Defendants Gerald W. Norris and Kenneth Fielding because Norris and Fielding directed tortious conduct at CPS in Ohio, including the misappropriation of trade secrets belonging to an Ohio company, the use of those trade secrets to manufacture a competing product, and the solicitation of CPS's Ohio-based customers. The injuries caused by Norris's and Fielding's conduct wer

28. Additionally, the TMA was negotiated in part in Ohio, was partially performed in Ohio, and governed a commercial relationship with an Ohio-based company. The exercise of personal jurisdiction over each Defendant is consistent with the requirements of due process. C. Venue.

29. Venue is proper in the Southern District of Ohio, Eastern Division, pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part of the events and omissions giving rise to CPS's claims occurred in this district. CPS developed CPS-BC-1147 at its headquarters in Columbus, Ohio. CPS maintained its trade secrets at its Columbus facility. CPS suffered the impact of Defendants' misappropriation — including lost sales,

III. FACTUAL ALLEGATIONS A. CPS's Development of CPS-BC-1147

30. In January 2015, CPS's Research & Development team, led by Dr. Margaret Yuen, Vice President of Research & Development, commenced a comprehensive development program aimed at creating a next-generation water-based barrier coating for food-grade paperboard packaging substrates. The goal of the program was to develop a single-application coating system capable of providing superior moisture-vapor transmission resis

31. The development of CPS-BC-1147 spanned approximately twenty-four (24) months, from January 2015 through December 2016. Over this period, Dr. Yuen and her team conducted extensive raw material screening, formulation optimization trials, pilot-line testing, performance validation, accelerated aging studies, and regulatory compliance testing to ensure the resulting product met FDA requirements for direct and indirec

32. CPS invested approximately $3.8 million in total R&D costs in connection with the development of CPS-BC-1147. These costs encompassed laboratory equipment purchases and upgrades, raw material procurement for trial formulations, personnel costs for the dedicated R&D team, pilot-line production runs, third-party FDA compliance testing, and related overhead expenses. This investment was substantial and reflected CPS

33. The resulting formulation, designated CPS-BC-1147, is a water-based, high-performance barrier coating designed for application to food-grade paperboard packaging substrates. CPS-BC-1147 provides a combination of moisture-vapor, grease, and oxygen barrier properties in a single-coat application that exceeds the performance of competing multi-layer coating systems.

34. The CPS-BC-1147 formulation comprises fourteen (14) distinct chemical constituents combined in proprietary ratios. In addition to the specific chemical identities and weight percentages of the constituents, CPS's trade secret encompasses a specific order-of-addition protocol (the sequence in which the constituents are introduced during the blending process) and defined processing temperatures and shear rates that

35. CPS-BC-1147 is not disclosed on any product data sheet, patent, patent application, or public filing. CPS made a deliberate strategic decision not to seek patent protection for CPS-BC-1147 in order to avoid the public disclosure of the formulation that patent protection would require. Instead, CPS elected to protect CPS-BC-1147 exclusively as a trade secret.

36. Since its commercial launch, CPS-BC-1147 has become the most commercially significant product in CPS's coatings portfolio. In fiscal year 2023, CPS-BC-1147 accounted for approximately twenty-two percent (22%) of CPS's total coatings revenue, equating to approximately $47.23 million of CPS's $214.7 million in total revenue. CPS-BC-1147 carries margins substantially above CPS's company-wide average, and the formula

37. CPS has at all relevant times taken reasonable and extensive measures to maintain the secrecy of the CPS-BC-1147 formulation, including the specific chemical identities and proportions of its fourteen constituents, the order-of-addition protocol, and the processing parameters.

38. Within CPS's Columbus, Ohio headquarters and manufacturing facility, access to the complete CPS-BC-1147 formulation is restricted to a limited group of R&D and production personnel who have a demonstrated need to know the full formulation for purposes of quality control, production oversight, or product development. Each individual with access to the complete formulation has executed a confidentiality and inventi

39. CPS maintains physical security measures at its Columbus facility, including badge-controlled access to the R&D laboratory and formulation archives, security cameras, and restricted access to the production areas where CPS-BC-1147 is blended and processed. CPS also maintains electronic security measures, including password-protected databases, encryption of formulation files, access logging, and role-based permis

40. When CPS engaged Harlow as a toll manufacturer in 2017, CPS took deliberate steps to limit the amount of proprietary information disclosed to Harlow. Specifically, CPS provided Harlow with only a "Partial Formulation Disclosure" that covered nine (9) of the fourteen (14) chemical constituents of CPS-BC-1147 and disclosed only general proportional ranges — not the precise weight percentages — for those nine consti

41. The remaining five (5) proprietary additive components — which are critical to CPS-BC-1147's superior barrier performance and which differentiate CPS-BC-1147 from competing products — were pre-blended by CPS at its Columbus facility into a single concentrate designated "CPS Concentrate A." CPS Concentrate A was then shipped to Harlow's Terre Haute, Indiana facility in sealed containers for incorporation into the

42. In addition to the physical and informational protections described above, CPS negotiated and obtained robust contractual protections in the TMA, as described in the following section. These contractual protections were expressly designed to prevent Harlow from misusing CPS's proprietary information, reverse-engineering CPS's formulations, competing with CPS, or soliciting CPS's customers.

43. CPS-BC-1147 derives independent economic value, both actual and potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use. The $3.8 million investment in developing the formulation, the $47.23 million in annual revenue attributable to CPS-BC-1147, and the formulation's role in supporting CPS's c

44. On March 15, 2017, CPS and Harlow entered into a Toll Manufacturing Agreement (the "TMA") under which Harlow agreed to blend and package CPS-BC-1147 at Harlow's Terre Haute, Indiana manufacturing facility. CPS engaged Harlow as a toll manufacturer to supplement CPS's own Columbus, Ohio production capacity during a period of increasing customer demand for CPS-BC-1147.

45. Under the TMA, CPS paid Harlow a tolling fee of $0.38 per pound of CPS-BC-1147 blended and packaged at Harlow's facility. CPS supplied all raw materials, including CPS Concentrate A, to Harlow. Harlow's role was limited to blending the supplied materials according to CPS's instructions, packaging the finished product, and shipping it to CPS's designated locations.

46. The tolling relationship was substantial in volume and value. In calendar year 2022 alone — the last full year of the TMA — Harlow processed approximately 9.4 million pounds of CPS-BC-1147 for CPS, generating tolling fees of approximately $3,572,000 (calculated as 9,400,000 pounds multiplied by $0.38 per pound).

47. The TMA included the following material provisions that are directly relevant to the claims asserted in this action: (a) Section 7 — Confidentiality/Non-Disclosure. Section 7 of the TMA imposed a strict and comprehensive obligation on Harlow to maintain the confidentiality of all CPS proprietary information disclosed to Harlow in connection with the tolling relationship. The definition of "Confidential Informatio

48. CPS terminated the TMA effective January 31, 2023, after CPS completed a capital expansion project at its Columbus, Ohio facility that brought additional in-house production capacity online, reducing CPS's need for external toll manufacturing. The termination was effected in accordance with the terms of the TMA. Upon termination, all post-termination obligations of the TMA — including the non-compete restriction

1. Reverse Engineering of CPS Concentrate A.

49. Upon information and belief, in or around September 2022 — approximately five months before the termination of the TMA — Defendant Kenneth Fielding, in his capacity as Vice President of Technical Operations at Harlow, caused a sample of CPS Concentrate A to be diverted from Harlow's production inventory and sent to Archer Material Sciences Inc. ("Archer"), a third-party analytical laboratory located at 9300 Hardi

50. Upon information and belief, the sample of CPS Concentrate A submitted to Archer was taken from a shipment of CPS Concentrate A that CPS had sent to Harlow for the sole and exclusive purpose of toll manufacturing CPS-BC-1147 under the TMA. The diversion of this material for analytical purposes was wholly unauthorized.

51. The submission of CPS Concentrate A to Archer for compositional analysis was performed in secret, without CPS's knowledge or consent, and constituted a direct, willful, and deliberate violation of Section 8.2 of the TMA, which expressly prohibited Harlow from reverse-engineering, chemically analyzing, or otherwise attempting to derive the composition of CPS Materials, including CPS Concentrate A, whether by inter

52. Through the unauthorized compositional analysis performed by Archer, Harlow obtained the identities and precise proportions of the five (5) proprietary additive components contained in CPS Concentrate A — the very components that CPS had deliberately withheld from Harlow by pre-blending them at CPS's Columbus facility before shipping them to Harlow.

53. When the results of the Archer analysis were combined with the nine (9) constituents and general proportional ranges that Harlow already possessed through the Partial Formulation Disclosure, Harlow thereby obtained, through improper means, the complete CPS-BC-1147 formulation, including all fourteen (14) chemical constituents and their proportions.

54. Upon information and belief, Defendant Norris, as CEO and sole shareholder of Harlow, directed, authorized, or ratified Fielding's decision to submit CPS Concentrate A for compositional analysis and the subsequent use of the analytical results to develop a competing product.

2. Retention of Confidential Records.

55. CPS's internal investigation, conducted in the fall of 2023 following CPS's discovery of ShieldCoat Pro 900, revealed that during the tolling period, Defendant Fielding retained batch production records, analytical test results, and process parameter logs generated in connection with the toll manufacturing of CPS-BC-1147 at Harlow's Terre Haute facility.