Contract analysis

I. PRELIMINARY STATEMENT Plaintiff Crestline Packaging Solutions LLC ("CPS") respectfully moves this Court, pursuant to Federal Rule of Civil Procedure 65(a), to convert the Temporary Restraining Order entered on March 4, 2024 into a preliminary injunction. This memorandum is filed in advance of the hearing scheduled for April 11, 2024, and expands upon the briefing submitted in support of CPS's Motion for Temporary

II. FACTUAL BACKGROUND A. Crestline Packaging Solutions LLC and the Development of CPS-BC-1147 Crestline Packaging Solutions LLC is an Ohio limited liability company headquartered at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS manufactures specialty barrier coatings, laminates, and packaging substrates for the food, pharmaceutical, and industrial packaging industries. CPS operates from three production

Section 7 — Confidentiality and Non-Disclosure. Section 7 of the TMA imposed strict confidentiality obligations on Harlow with respect to all CPS proprietary information disclosed or made available under the TMA, including but not limited to the Partial Formulation Disclosure, the identity and existence of CPS Concentrate A, all batch production records, analytical test results, and process parameter logs generated d

Section 8.2 — Prohibition on Reverse Engineering. Section 8.2 of the TMA expressly prohibited Harlow from engaging in any reverse engineering, chemical analysis, deformulation, or other analytical process with respect to any CPS materials, including CPS Concentrate A. This provision was specifically negotiated by CPS and was a critical component of CPS's trade secret protection strategy. (Exhibit A, § 8.2.)

Section 9.1 — Non-Compete. Section 9.1 of the TMA restricted Harlow from manufacturing, blending, formulating, marketing, distributing, or selling any barrier coating product that was "substantially similar" to CPS-BC-1147 for a period of three years following termination of the TMA. This provision was designed to prevent precisely the scenario that has occurred: a toll manufacturer leveraging its access to a princip

Section 9.3 — Non-Solicitation of Customers. Section 9.3 of the TMA prohibited Harlow from soliciting, contacting, or doing business with any customer of CPS for the purpose of selling or marketing any barrier coating product, during the term of the TMA and for three years thereafter. This provision protected CPS's customer relationships from exploitation by a party with inside knowledge of CPS's customer base, prici

1. ShieldCoat Pro 900's composition matched CPS-BC-1147 in all fourteen constituent chemicals. Every one of the fourteen distinct chemical constituents present in CPS-BC-1147 was identified in ShieldCoat Pro 900, and no additional constituents were detected.

2. The weight percentages of all fourteen constituents in ShieldCoat Pro 900 fell within ±0.3% of the corresponding weight percentages in CPS-BC-1147. Dr. Vasquez characterized this level of compositional agreement as "extraordinary" and noted that it fell well within the normal batch-to-batch variation that would be expected from production of the same formulation on the same or similar equipment.

3. Dr. Vasquez concluded that this degree of compositional identity was "not achievable through independent development" and was "consistent only with access to the complete formulation." In her expert opinion, the probability of two parties independently arriving at an identical fourteen-constituent formulation, with proprietary ratios matching within ±0.3% by weight, is vanishingly small and effectively zero as a p

III. LEGAL STANDARD The standard for the issuance of a preliminary injunction is well established. To obtain a preliminary injunction under Federal Rule of Civil Procedure 65(a), the moving party must demonstrate: (1) a likelihood of success on the merits; (2) that it will suffer irreparable harm absent injunctive relief; (3) that the balance of equities favors the movant; and (4) that the public interest would be se

IV. ARGUMENT A. CPS Is Likely to Succeed on the Merits CPS is likely to succeed on the merits of its trade secret misappropriation claims under both the DTSA and the Ohio UTSA, as well as its claims for breach of contract, tortious interference with business relationships, and unjust enrichment.

1. CPS-BC-1147 Qualifies as a Trade Secret Under Both the DTSA and the Ohio UTSA. To establish that CPS-BC-1147 is a protectable trade secret, CPS must show that it is information that (a) derives independent economic value 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, and (b) is the subject of ef

2. Defendants Misappropriated CPS-BC-1147. Having established that CPS-BC-1147 is a protectable trade secret, CPS must show that Defendants "misappropriated" it within the meaning of the DTSA and the Ohio UTSA. CPS can demonstrate misappropriation by both improper means and breach of confidence. ##### a. Misappropriation by Improper Means (Reverse Engineering in Violation of the TMA) Under the DTSA, "misappropriation