Contract analysis

I. INTRODUCTION Plaintiff Crestline Packaging Solutions LLC ("CPS") respectfully moves this Court, on an emergency basis, for the entry of a temporary restraining order pursuant to Federal Rule of Civil Procedure 65(b) restraining Defendants Harlow Chemical Supply Inc. ("Harlow"), Gerald W. Norris ("Norris"), and Kenneth Fielding ("Fielding") (collectively, "Defendants") from continuing to manufacture, market, distri

II. STATEMENT OF FACTS A. Crestline Packaging Solutions LLC and the Development of CPS-BC-1147 CPS is an Ohio limited liability company, EIN 31-4827193, with its principal place of business at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS is engaged in the development, manufacture, and sale of specialty barrier coatings, laminates, and packaging substrates serving the food, pharmaceutical, and industrial

1. Pinnacle Flexible Films LLC, a Michigan limited liability company and CPS customer since 2018, which was contacted by Trent in approximately July 2023. Novotny Decl. ¶¶ 8–9.

2. Orion Paperboard Inc., an Ohio corporation and CPS customer since 2016, which was contacted by Trent in approximately August 2023. Novotny Decl. ¶¶ 10–11.

3. Great River Packaging Co., an Illinois corporation and CPS customer since 2019, which was contacted by a Harlow sales representative (identity unknown) in approximately September 2023. Novotny Decl. ¶ 12.

4. TerraFold Industries LLC, a Tennessee limited liability company and CPS customer since 2020, which was contacted by Trent in approximately November 2023. Novotny Decl. ¶¶ 13–14. In each instance, the Harlow representative offered ShieldCoat Pro 900 at a price that represented a discount of approximately 15% relative to CPS's then-current pricing for CPS-BC-1147. Novotny Decl. ¶ 15. Novotny attests that at least tw

III. LEGAL STANDARD A temporary restraining order is an extraordinary remedy that may be granted to preserve the status quo pending a hearing on a motion for preliminary injunction. The standard for issuance of a TRO under Federal Rule of Civil Procedure 65(b) is essentially the same as the standard for a preliminary injunction. See Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp., 511 F.3d 535, 542

IV. ARGUMENT A. CPS Is Likely to Succeed on the Merits CPS's likelihood of success on the merits is supported by compelling direct and circumstantial evidence of trade secret misappropriation, breach of contract, tortious interference, and unjust enrichment. Each of these claims is addressed in turn.

1. CPS-BC-1147 Is a Protectable Trade Secret. ##### a. Under the Defend Trade Secrets Act (18 U.S.C. §§ 1836–1839) The DTSA defines a "trade secret" as "all forms and types of financial, business, scientific, technical, economic, or engineering information" if: (i) "the owner thereof has taken reasonable measures to keep such information secret," and (ii) "the information derives independent economic value, actual or

2. Harlow Misappropriated CPS-BC-1147. The DTSA defines "misappropriation" to include, inter alia, "acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means." 18 U.S.C. § 1839(5)(A). "Improper means" is defined to include, among other things, "breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic

3. CPS Has Strong Breach of Contract Claims. Independent of CPS's trade secret misappropriation claims, CPS has strong claims for breach of contract against Harlow arising from Harlow's multiple violations of the TMA. These breach of contract claims independently support a finding of likelihood of success on the merits. Harlow breached four separate provisions of the TMA:

Section 7 (Confidentiality): Harlow breached the TMA's confidentiality provisions by disclosing CPS proprietary information — specifically, CPS Concentrate A — to a third party, Archer Material Sciences Inc., without CPS's prior written consent, and by using CPS's proprietary formulation data, production records, and process parameters to develop a competing product, ShieldCoat Pro 900.

Section 8.2 (Reverse Engineering Prohibition): Harlow breached the TMA's express prohibition on reverse engineering by directing that CPS Concentrate A be sent to Archer Material Sciences Inc. for compositional analysis. This is not a marginal or ambiguous breach; it is precisely the conduct that Section 8.2 was designed to prevent.

Section 9.1 (Non-Compete): Harlow breached the TMA's three-year post-termination non-compete by manufacturing and selling ShieldCoat Pro 900, a barrier coating that is "substantially similar" to CPS-BC-1147. As demonstrated by the Thornburg Analytics forensic analysis, ShieldCoat Pro 900 is not merely "substantially similar" to CPS-BC-1147 — it is compositionally identical within ±0.3% by weight in all 14 constituent

Section 9.3 (Customer Non-Solicitation): Harlow breached the TMA's three-year post-termination customer non-solicitation covenant by having its Sales Director, Amanda Trent, contact at least five CPS customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — with solicitations for ShieldCoat Pro 900, at a 15% discount to CPS's pric

4. CPS Has Strong Tortious Interference and Unjust Enrichment Claims. CPS's claims for tortious interference with business relationships and unjust enrichment provide additional independent bases for a finding of likelihood of success on the merits. Tortious Interference with Business Relationships. Under Ohio law, a claim for tortious interference with a business relationship requires: (1) the existence of a busines

V. REQUESTED RELIEF WHEREFORE, CPS respectfully requests that the Court enter a Temporary Restraining Order providing the following relief:

1. Restraining Defendants Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding — and their officers, directors, employees, agents, representatives, successors, assigns, and all other persons acting in concert or participation with them — from manufacturing, marketing, distributing, selling, offering for sale, or otherwise exploiting ShieldCoat Pro 900 or any other product derived from, based upon, or i