Contract analysis

1. On March 5, 2025, Plaintiff Cascade Retail Holdings Inc. filed its Verified Complaint in this action, asserting five counts against nine named Defendants — eight individual former employees and one corporate competitor. The five counts are as follows: Count I: Breach of Restrictive Covenant against all eight individual Defendants (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fer

2. Concurrently with the filing of the Verified Complaint, Plaintiff filed its Motion for Temporary Restraining Order and Preliminary Injunction, together with a Memorandum of Law in Support thereof. In support of the Motion, Plaintiff submitted the following sworn declarations and their attached exhibits: (a) The Declaration of Theresa Yun-Park, General Counsel of Cascade Retail Holdings Inc., attesting to the exist

3. The Court has reviewed and considered all of the foregoing submissions, including the verified allegations of the Complaint, the legal arguments set forth in the Memorandum of Law, the declarations and attached exhibits, and all other papers and proceedings filed in this matter. The Court has also considered the applicable legal standards governing the issuance of a temporary restraining order under Court of Chanc

II. Findings Supporting Issuance of Temporary Restraining Order

4. The Court finds, on the present record and for the purposes of this preliminary stage of the proceedings, that Plaintiff has demonstrated a colorable basis for the relief sought and has satisfied the requirements for issuance of a temporary restraining order under Court of Chancery Rule 65. In making this determination, the Court has considered (a) whether Plaintiff has demonstrated a reasonable probability of suc

5. Each of the eight Individual Defendants executed written employment agreements with CRH during the course of their employment, which agreements contain restrictive covenant provisions, including post-termination non-competition covenants, non-solicitation covenants covering employees and vendors, and confidentiality obligations. All such agreements expressly provide that they shall be governed by and construed in

6. The non-competition covenants contained in the Individual Defendants' respective employment agreements include post-termination restrictive periods of twelve (12) months for Defendants Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, and eighteen (18) months for Defendants Priya Rathore, Derek Linden, and Sonia Kaczmarek, reflecting the more senior positions held by the latter th

7. In particular, Defendant Priya Rathore executed an Amended and Restated Employment Agreement dated March 15, 2021, in connection with her promotion to the position of Senior Vice President, Merchandising, which agreement contains an eighteen (18) month post-termination non-competition covenant covering the United States and a twenty-four (24) month non-solicitation covenant. Defendant Rathore's agreement further c

8. On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, all eight Individual Defendants submitted simultaneous letters of resignation from CRH, effective immediately. As attested by the Declaration of Roland Ashby, the eight resignation letters were submitted within a four-minute window and bore substantially similar formatting and language. The coordinated nature and near-simultaneous timing of these

9. On February 14, 2025 — seven days after the coordinated resignations — Defendant Verdana Commerce Group, Inc. ("Verdana") publicly announced, by press release, the hiring of Defendant Priya Rathore as President of Merchandising & Strategy. The same press release announced the hiring of the remaining seven Individual Defendants in various senior merchandising roles within Verdana's organization, including positions

10. Verdana Commerce Group, Inc. is a direct competitor of Cascade Retail Holdings Inc. The two companies compete in the retail sector across twenty-eight (28) overlapping product categories, including home goods, seasonal décor, and private-label apparel. As attested by the Declaration of Theresa Yun-Park, Verdana and CRH compete for the same vendor relationships, share overlapping customer bases in key geographic m

11. Plaintiff has further presented substantial evidence, through the Declaration of Dr. Rajiv Anand of Pinnacle Forensics LLC, that during the period between January 10, 2025 and February 4, 2025 — that is, in the approximately four weeks preceding the coordinated resignation — approximately 14,327 files, totaling approximately 2.8 gigabytes of data, were downloaded from CRH's Aldermere Systems and Pinnacle Health I

12. On the basis of the foregoing evidence, the Court finds that Plaintiff has demonstrated a reasonable probability of success on the merits of its claims for breach of restrictive covenant (Count I), breach of confidentiality obligations (Count II), and misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act (Count III). The Individual Defendants appear to have accepted employment with a dire

13. Plaintiff has demonstrated that, absent the issuance of injunctive relief, it faces imminent and irreparable harm that cannot be adequately compensated by an award of monetary damages. CRH's merchandising division — the division from which all eight Individual Defendants departed — generated approximately $2.3 billion in gross merchandise value in fiscal year 2024 and is the single largest revenue-generating func

14. The disclosure, use, or exploitation of such information by the Individual Defendants, or by Verdana Commerce Group, Inc. through the services of the Individual Defendants, in a competing business would cause harm to CRH that is inherently difficult, if not impossible, to quantify. Trade secret information, once disclosed, cannot be "unlearned" or recalled. Competitive strategies, once known by a rival, lose thei

15. The risk of irreparable harm is heightened by several factors specific to this case. First, the coordinated nature of the departure — involving the Senior Vice President of Merchandising and seven additional senior merchandising employees simultaneously — suggests a premeditated effort to transplant an entire operational team, together with its institutional knowledge and access to CRH's proprietary information,

16. The Court finds that the balance of hardships tips decidedly in Plaintiff's favor. The temporary restraining order imposes a limited, fourteen (14) day restraint on the Individual Defendants' commencement or continuation of merchandising-related roles at a single competitor, Verdana Commerce Group, Inc. The Individual Defendants are not precluded by this Order from engaging in other gainful employment, whether in

17. By contrast, absent injunctive relief, CRH faces the immediate and potentially irreversible dissemination and use of its trade secrets and confidential competitive strategies by a direct rival. The potential harm to CRH — encompassing the loss of competitive advantage across twenty-eight overlapping product categories, the compromise of vendor relationships and private-label strategies representing approximately

18. The public interest favors the enforcement of lawful contractual obligations and the protection of trade secrets. Delaware courts have long recognized the importance of protecting legitimate business interests through the enforcement of reasonable restrictive covenants, particularly where, as here, the covenants were supported by adequate consideration and are reasonable in scope, duration, and geographic reach.

19. Accordingly, the Court finds that all four prerequisites for the issuance of a temporary restraining order are satisfied, and the Motion is GRANTED on the terms set forth below. OPERATIVE PROVISIONS IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

Section 1. Temporary Restraining Order — Individual Defendants Pending further order of this Court, Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants") are hereby temporarily restrained and enjoined as follows: (a) Non-Competition Restraint. The Individual Defendants are temporarily rest

Section 2. Temporary Restraining Order — Verdana Commerce Group, Inc. It is further ORDERED that Defendant Verdana Commerce Group, Inc. is hereby temporarily restrained and enjoined as follows: (a) Prohibition on Engagement in Merchandising Roles. Verdana Commerce Group, Inc. is temporarily restrained and enjoined from employing, engaging, or utilizing the services of any Individual Defendant in any merchandising, bu

Section 3. Preservation of Evidence It is further ORDERED that all Defendants — including each Individual Defendant and Verdana Commerce Group, Inc. — shall immediately take all steps necessary to preserve, and shall not destroy, delete, alter, overwrite, conceal, or remove from any location, any and all documents, electronically stored information, files, communications, recordings, or other materials (in whatever f

Section 4. Duration This Temporary Restraining Order shall remain in full force and effect for a period of fourteen (14) days from the date of its entry, that is, through and including March 21, 2025, at 11:59 PM Eastern Time, unless earlier modified, extended, or dissolved by further order of this Court. A hearing on Plaintiff's Motion for Preliminary Injunction has been scheduled for March 21, 2025, at a time to be

Section 5. Injunction Bond Requirement Pursuant to Court of Chancery Rule 65(c), and as a condition of the effectiveness of this Temporary Restraining Order, Plaintiff Cascade Retail Holdings Inc. is hereby required to post security in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) within two (2) business days of the entry of this Order, for the payment of such costs and damages as may be inc

Section 6. Service Plaintiff shall cause a copy of this Order to be served on each Defendant, and on counsel of record for each Defendant, by the most expeditious means practicable, including electronic mail and overnight delivery, within twenty-four (24) hours of the entry of this Order. Service shall be made as follows: (a) Service on Individual Defendants: Each Individual Defendant shall be served at his or her la

Section 7. Right to Move for Modification or Dissolution Any Defendant may move to modify or dissolve this Temporary Restraining Order upon three (3) business days' written notice to Plaintiff and all other parties, or upon such shorter notice as the Court may allow for good cause shown. The Court will consider any such motion on an expedited basis. Nothing in this Order shall be construed to limit any Defendant's ri

Section 8. Preliminary Injunction Hearing The hearing on Plaintiff's Motion for Preliminary Injunction is hereby set for March 21, 2025. The parties shall confer in good faith regarding a briefing schedule for any additional submissions in connection with the preliminary injunction hearing, including any responsive declarations, expert reports, or supplemental memoranda of law, and shall submit a proposed scheduling

Section 9. Binding Effect This Order is binding upon each Defendant named herein, upon their respective officers, agents, servants, employees, and attorneys, and upon all other persons who are in active concert or participation with any Defendant and who receive actual notice of this Order by personal service or otherwise. Each Defendant shall take all steps necessary to ensure that any person acting on his, her, or

Section 10. Retention of Jurisdiction The Court retains full jurisdiction over this matter for all purposes, including the enforcement of, and monitoring of compliance with, this Order, the adjudication of the Motion for Preliminary Injunction, the resolution of any disputes arising under this Order, and the imposition of sanctions or other remedies for any violation of this Order. SO ORDERED this 7th day of March, 2