Contract analysis

I. PRELIMINARY STATEMENT Cascade Retail Holdings Inc. ("CRH" or "Cascade"), a publicly traded omnichannel retailer listed on the Nasdaq Global Select Market (ticker: CRHL) with fiscal year 2024 revenues of $6.82 billion and 387 brick-and-mortar retail locations across 34 states, respectfully brings this emergency motion for a temporary restraining order and preliminary injunction. CRH seeks the immediate intervention

II. STATEMENT OF FACTS The following facts are drawn from the Verified Complaint (Dkt. 1), the accompanying declarations of Theresa Yun-Park, General Counsel of CRH (the "Yun-Park Declaration"), Roland Ashby, Chief People Officer of CRH (the "Ashby Declaration"), Dr. Rajiv Anand, Engagement Lead, Pinnacle Forensics LLC (the "Anand Declaration"), and Sandra Fielding, Lead Investigator, Aurelian Investigations Group In

1. Plaintiff Cascade Retail Holdings Inc. Cascade Retail Holdings Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal executive offices located at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. CRH's registered agent for service of process in Delaware is Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. CRH's Employer

2. Individual Defendants — The Rathore Group. The eight Individual Defendants — collectively the "Rathore Group" — are former CRH employees who, prior to their February 7, 2025 resignations, comprised the entire senior leadership team of CRH's merchandising division. Each Individual Defendant signed an employment agreement with CRH containing restrictive covenant provisions governed by Delaware law. The Individual De

3. Defendant Verdana Commerce Group, Inc. Verdana Commerce Group, Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. Verdana's Employer Identification Number is 51-3982647. Verdana is a privately held omnichannel retailer operating in the home goods, apparel, and seasonal décor produ

Section 7(a) of the A&R Rathore Agreement contains a non-competition covenant that provides, in relevant part: During the Restricted Period, Executive shall not, directly or indirectly, engage in, assist, or have any interest in (whether as owner, partner, consultant, employee, or otherwise) any Competing Business within the Restricted Territory. For purposes of this Agreement, (i) "Restricted Period" means the perio

Section 7(b) of the A&R Rathore Agreement contains a non-solicitation covenant that provides: During the period commencing on the Date of Termination and ending on the date that is twenty-four (24) months following the Date of Termination, Executive shall not, directly or indirectly: (i) solicit, recruit, or induce any employee of the Company to terminate his or her employment with the Company or to accept employment

Section 8 of the A&R Rathore Agreement contains perpetual confidentiality obligations that provide: Executive acknowledges that during the course of Executive's employment with the Company, Executive will have access to and become acquainted with Confidential Information. Executive agrees that, during Executive's employment and at all times thereafter, Executive shall not, directly or indirectly, use, disclose, or ma

III. LEGAL STANDARD The Court of Chancery possesses broad equitable authority to grant temporary restraining orders and preliminary injunctions to preserve the status quo and prevent irreparable harm pending a full hearing on the merits. See Del. Ch. Ct. R. 65(b); Tavrenis v. Allen, 277 A.3d 296, 312 (Del. Ch. 2022); ThoughtWorks, Inc. v. SV Inv. Partners, LLC, 902 A.2d 745, 753 (Del. Ch. 2006). To obtain a temporary

IV. ARGUMENT A. CRH Has a Reasonable Probability of Success on the Merits CRH has demonstrated far more than a "reasonable probability" of success on the merits of its five claims. The evidence establishes clear contractual obligations, deliberate breaches of those obligations, systematic theft of trade secrets, and a coordinated scheme between the Individual Defendants and Verdana to raid CRH's most critical busines

1. Breach of Restrictive Covenant (Count I — All Eight Individual Defendants). ##### a. The Restrictive Covenants Are Valid and Enforceable Under Delaware Law The restrictive covenants contained in the Individual Defendants' employment agreements satisfy each element of the Delaware enforceability standard. They are reasonable in geographic scope and temporal duration, they are designed to protect legitimate business

2. Breach of Confidentiality Obligations (Count II — All Eight Individual Defendants). Each employment agreement contains perpetual confidentiality obligations that prohibit the use, disclosure, or dissemination of CRH's confidential and proprietary information both during and after employment. These obligations are unlimited in duration and extend to all categories of proprietary information, including trade secrets

3. Misappropriation of Trade Secrets Under DUTSA (Count III — Individual Defendants and Verdana). CRH has a strong probability of success on its claim for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001–2009. The DUTSA Framework. DUTSA defines a "trade secret" as information, including a formula, pattern, compilation, program, device, method, technique, or process, th