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IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION

PLAINTIFF CRESTLINE PACKAGING SOLUTIONS LLC'S MEMORANDUM IN SUPPORT OF ITS MOTION FOR PRELIMINARY INJUNCTION

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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 Restraining Order, incorporating the substantial additional evidence obtained during the expedited discovery authorized by this Court.

The TRO currently in effect restrains Defendant Harlow Chemical Supply Inc. ("Harlow"), as well as individual Defendants Gerald W. Norris and Kenneth Fielding, from manufacturing, marketing, or selling a barrier coating sold under the name "ShieldCoat Pro 900," and orders the preservation of all documents and electronically stored information relevant to this litigation. The evidence amassed since the TRO's entry confirms, in compelling detail, that the ShieldCoat Pro 900 product is nothing more than a thinly disguised copy of CPS's proprietary formulation CPS-BC-1147 — a formulation that Harlow obtained through deliberate and systematic misappropriation, not through the "independent development" that Defendants have claimed.

Since entry of the TRO, the parties have engaged in expedited discovery, including the production of approximately 60,000 documents and the commencement of depositions. This discovery has produced powerful additional evidence confirming that Harlow's misappropriation was deliberate and systematic. Among the most significant revelations:

First, documents produced by Harlow reveal that in September 2022 — fully five months before CPS terminated the Toll Manufacturing Agreement ("TMA") between the parties — Harlow's Vice President of Technical Operations, Kenneth Fielding, directed the shipment of CPS's proprietary pre-blended concentrate ("CPS Concentrate A") to a third-party analytical laboratory, Archer Material Sciences Inc. of Indianapolis, Indiana. The purpose of this shipment was unmistakable: to determine the chemical composition of CPS Concentrate A and thereby identify the five proprietary additive constituents that CPS had deliberately withheld from Harlow under the TMA's partial-disclosure structure. This act — conducted covertly, while the TMA was still in force — constituted a direct and flagrant violation of TMA Section 8.2, which expressly prohibited reverse engineering of any CPS materials, including CPS Concentrate A.

Second, expedited discovery has confirmed that Fielding retained batch production records, analytical test results, and process parameter logs belonging to CPS well beyond the scope permitted by the TMA. These records — which documented the nine disclosed constituents, their proportional ranges, and critical processing parameters such as temperatures, shear rates, and order-of-addition protocols — were supposed to be returned or destroyed upon termination of the tolling relationship. Instead, Fielding retained them in his personal files. Combined with the Archer Material Sciences analysis of CPS Concentrate A, these retained records gave Harlow everything it needed to replicate the complete CPS-BC-1147 formulation.

Third, the evidence confirms that Harlow's Sales Director, Amanda Trent, solicited at least five of CPS's longstanding customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — offering ShieldCoat Pro 900 at a 15% discount to CPS's pricing. This conduct violated TMA Section 9.3's non-solicitation covenant and was plainly designed to exploit the misappropriated formulation for maximum competitive harm against CPS.

The product at the center of this dispute, CPS-BC-1147, is a water-based, high-performance barrier coating for food-grade paperboard packaging substrates. It is the product of approximately $3.8 million in research and development expenditures over a 24-month development period from January 2015 through December 2016. CPS-BC-1147 comprises fourteen distinct chemical constituents in proprietary ratios, with a specific order-of-addition protocol and defined processing temperatures and shear rates. This formulation has never been disclosed on any product data sheet, patent, or public filing. In fiscal year 2023, CPS-BC-1147 accounted for approximately $47.23 million in revenue — 22% of CPS's total revenue of $214.7 million. It is, by any measure, one of CPS's most valuable and commercially significant products.

Each day that Defendants' misappropriation continues unchecked, CPS suffers irreparable harm that cannot be remedied by money damages alone. The secrecy of the CPS-BC-1147 formulation degrades with every sale of ShieldCoat Pro 900. Customers are diverted. Pricing pressure mounts. And the competitive advantage that CPS spent years and millions of dollars building erodes further. These harms are precisely the kind that preliminary injunctive relief is designed to prevent.

As demonstrated below, CPS satisfies all four factors for issuance of a preliminary injunction. The evidence of deliberate misappropriation is overwhelming, the irreparable harm is ongoing and escalating, the balance of equities tips decisively in CPS's favor, and the public interest is served by enjoining the exploitation of stolen trade secrets. CPS respectfully asks this Court to enter the relief requested.

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 facilities — its primary facility in Columbus, Ohio, a secondary facility in Marysville, Ohio, and a warehouse and distribution center in Grove City, Ohio — and produces approximately 38 million pounds of coatings annually. In fiscal year 2023, CPS reported total revenue of $214.7 million and EBITDA of $31.2 million. CPS employs approximately 620 people across its operations, including a dedicated research and development team of 34 scientists and engineers.

In 2019, Ridgepoint Capital Partners LP, a Cleveland-based middle-market private equity firm, acquired CPS for an enterprise value of approximately $285 million, recognizing the significant value embodied in CPS's proprietary formulations and customer relationships. As part of the acquisition financing and ongoing operations, CPS is a borrower under a $130 million senior secured credit facility with Keystone Commerce Bank (agent office: 500 Grant Street, Pittsburgh, Pennsylvania 15219; relationship manager: Nicole Brandt). The financial health and revenue trajectory of CPS are directly tied to the continued commercial success of its proprietary formulations, including CPS-BC-1147, and to the protection of the trade secrets that underpin those formulations.

CPS-BC-1147 was developed by CPS's Research and Development team under the leadership of Dr. Margaret Yuen, Vice President of Research & Development. Dr. Yuen holds a Ph.D. in polymer chemistry from Case Western Reserve University and has over twenty years of experience in coatings formulation. The development of CPS-BC-1147 spanned approximately twenty-four months, from January 2015 through December 2016, and represented one of the most significant R&D initiatives in CPS's history. See Declaration of Dr. Margaret Yuen (Exhibit H, ¶¶ 4–12).

During this period, CPS invested approximately $3.8 million in the development of CPS-BC-1147. This investment encompassed the acquisition of specialized laboratory equipment, the cost of extensive raw material trials involving more than 200 experimental formulation iterations, personnel costs for the dedicated R&D team, pilot-line testing at scale, and comprehensive FDA compliance testing required for food-contact applications. (Id. ¶¶ 13–18.) Dr. Yuen has described the development process as "painstaking," requiring the iterative evaluation of hundreds of combinations of chemical constituents, processing conditions, and application parameters before arriving at the final formulation. (Id. ¶ 15.)

The resulting product, CPS-BC-1147, is a water-based, high-performance barrier coating that provides moisture-vapor, grease, and oxygen barrier properties for food-grade paperboard packaging substrates. CPS-BC-1147 was designed as a sustainable alternative to polyethylene- and wax-based barrier coatings, offering comparable or superior performance while being compatible with standard paperboard recycling streams — a characteristic of increasing commercial importance as the packaging industry responds to environmental and regulatory pressures. (Exhibit H, ¶ 10.)

The CPS-BC-1147 formulation comprises fourteen distinct chemical constituents in proprietary ratios, combined according to a specific order-of-addition protocol and processed at defined temperatures and shear rates. The formulation's performance is highly sensitive to these parameters: even minor deviations in constituent ratios, addition sequencing, or processing conditions can materially degrade the coating's barrier properties. (Exhibit H, ¶¶ 19–25.) This sensitivity is a significant reason why the formulation is so valuable and why independent development of an equivalent product would be extraordinarily difficult and time-consuming without access to CPS's proprietary information.

Critically, the CPS-BC-1147 formulation has never been disclosed on any product data sheet, patent application, patent, trade publication, or public filing of any kind. CPS made a deliberate decision not to seek patent protection for CPS-BC-1147, concluding that trade secret protection offered superior protection for a complex multi-component formulation that would be difficult to detect from the finished product alone and whose patent claims might not capture the full scope of CPS's competitive advantage. (Exhibit H, ¶ 27.) CPS has instead relied on a combination of physical, contractual, and procedural safeguards to maintain the secrecy of the formulation, as described in detail below.

In fiscal year 2023, sales of CPS-BC-1147 accounted for approximately 22% of CPS's total coatings revenue, generating approximately $47.23 million (22% of $214.7 million) in revenue. CPS-BC-1147 is sold to a diversified customer base of food packaging converters, integrated paperboard manufacturers, and food service companies, many of whom have relied on CPS as a sole-source supplier of this coating for years. CPS-BC-1147 is, by any measure, CPS's flagship product and a cornerstone of its business.

B. The Toll Manufacturing Agreement and CPS's Protection of Its Trade Secrets

On March 15, 2017, CPS and Harlow Chemical Supply Inc. entered into a Toll Manufacturing Agreement (the "TMA") under which Harlow agreed to blend and package CPS-BC-1147 at Harlow's facility in Terre Haute, Indiana, to supplement CPS's own Columbus, Ohio production capacity. See Toll Manufacturing Agreement (Exhibit A). At the time, CPS was experiencing growing demand for CPS-BC-1147 that was outstripping its in-house capacity, and the engagement of a toll manufacturer was intended to bridge this capacity gap while CPS planned and built additional in-house production lines.

Harlow Chemical Supply Inc. is an Indiana corporation headquartered at 1120 Commerce Boulevard, Terre Haute, Indiana 47802. Harlow operates as a contract (toll) chemical manufacturer serving the coatings, adhesives, and sealants industries. Gerald W. Norris is the Chief Executive Officer and sole shareholder of Harlow. In 2023, Harlow's estimated revenue was approximately $87.3 million, generated primarily from toll manufacturing services provided to a range of coatings and chemical companies. Harlow employs approximately 210 people.

The tolling relationship between CPS and Harlow was, by design, structured to provide Harlow with only the minimum information necessary to blend and package CPS-BC-1147. CPS understood that any toll manufacturing relationship necessarily involved disclosure of some proprietary information to the toll manufacturer, and it took deliberate steps to limit that disclosure and to protect the information that was shared.

Under the TMA, CPS provided Harlow with what was designated as a "Partial Formulation Disclosure." This disclosure covered only nine of the fourteen chemical constituents of CPS-BC-1147, along with general proportional ranges for those nine constituents — not the precise ratios used in CPS's production. (Exhibit A, § 3.2; Exhibit H, ¶¶ 30–33.) The remaining five proprietary additive constituents — which are responsible for many of the critical barrier performance characteristics of CPS-BC-1147 — were never individually identified to Harlow. Instead, CPS supplied these five constituents pre-blended as a single concentrate, designated "CPS Concentrate A," which was shipped in sealed drums from CPS's Columbus, Ohio facility directly to Harlow's Terre Haute plant. (Exhibit A, § 3.4; Exhibit H, ¶ 34.)

This two-tier disclosure structure was a deliberate and carefully designed protective measure. By supplying the five most sensitive constituents as a pre-blended concentrate, CPS ensured that Harlow would never have direct knowledge of the identity, source, or proportional contribution of those five constituents. Harlow's production personnel simply added CPS Concentrate A to the batch at the appropriate stage of the blending process, without knowing what was in it. (Exhibit H, ¶¶ 35–37.) Dr. Yuen has testified that this approach was specifically recommended by CPS's intellectual property counsel and was a condition of CPS's willingness to enter into the tolling relationship. (Id. ¶ 36.)

CPS paid Harlow a tolling fee of $0.38 per pound blended and packaged under the TMA. In calendar year 2022 — the last full year of the tolling relationship — Harlow processed approximately 9.4 million pounds of CPS-BC-1147, generating $3,572,000 in tolling fees for Harlow (9,400,000 lbs. × $0.38/lb. = $3,572,000). Over the approximately six-year life of the TMA, Harlow processed tens of millions of pounds of CPS-BC-1147 and received tens of millions of dollars in tolling fees. The tolling relationship was profitable and mutually beneficial — so long as Harlow honored its contractual obligations.

In addition to the structural protections embodied in the Partial Formulation Disclosure and the CPS Concentrate A arrangement, the TMA contained robust contractual provisions designed to protect CPS's trade secrets and competitive position:

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 during the tolling relationship, and all information concerning CPS's customers, pricing, and business operations. Section 7 required Harlow to limit access to CPS's confidential information to those Harlow employees with a need to know and to use such information solely for the purpose of performing its obligations under the TMA. (Exhibit A, § 7.)

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 principal's proprietary information to develop a competing product. (Exhibit A, § 9.1.)

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, pricing, and product specifications. (Exhibit A, § 9.3.)

These contractual protections were supplemented by CPS's internal security measures. Within CPS's own facilities, access to the complete CPS-BC-1147 formulation was restricted to a small number of R&D and production personnel — approximately twelve individuals — who were subject to internal confidentiality agreements and access controls. The formulation was maintained on a secured, access-restricted digital server with audit logging, and physical copies of the formulation were kept in a locked vault accessible only to designated personnel. (Exhibit H, ¶¶ 38–45.)

CPS terminated the TMA effective January 31, 2023. The termination was motivated by CPS's successful completion of a capital expenditure project that brought additional in-house blending and packaging capacity online at its Columbus facility, eliminating the need for toll manufacturing. The termination was amicable in its execution: CPS provided the contractually required ninety-day notice, worked with Harlow to wind down in-process batches, and made all final payments in full. There was no dispute between the parties at the time of termination. What CPS did not know, however, was that Harlow had already laid the groundwork for the misappropriation that would follow.

C. Harlow's Systematic Reverse Engineering and Launch of ShieldCoat Pro 900

In approximately April 2023 — roughly three months after the TMA's January 31, 2023 termination — Harlow began marketing a barrier coating under the name "ShieldCoat Pro 900" to the food packaging industry. ShieldCoat Pro 900 was marketed as a water-based, high-performance barrier coating for food-grade paperboard substrates — that is, a product targeted at the exact same applications, the exact same performance characteristics, and the exact same customer base as CPS-BC-1147. As detailed below and in the forensic analysis by Thornburg Analytics LLC (Exhibit B), ShieldCoat Pro 900 is not merely similar to CPS-BC-1147 — it is compositionally identical within an analytically insignificant tolerance of ±0.3% by weight across all fourteen constituents.

Kenneth Fielding, Harlow's Vice President of Technical Operations, directed the reverse-engineering effort that made ShieldCoat Pro 900 possible. Fielding had been Harlow's primary technical point of contact for the CPS tolling relationship throughout its duration, and he had direct access to the Partial Formulation Disclosure, the CPS Concentrate A drums, and the batch production records and process parameter logs generated during production of CPS-BC-1147. He was, in short, the Harlow employee most intimately familiar with CPS's proprietary information — and the one best positioned to exploit it.

The Archer Material Sciences Engagement. The most damning evidence uncovered in expedited discovery concerns Fielding's engagement of Archer Material Sciences Inc. ("Archer"), a third-party analytical laboratory located at 9300 Harding Street, Indianapolis, Indiana 46221. Documents produced by Harlow in discovery reveal that in September 2022 — five months before the TMA was terminated — Fielding arranged for samples of CPS Concentrate A to be shipped from Harlow's Terre Haute facility to Archer's Indianapolis laboratory. See Communications between Fielding and Archer Material Sciences (Exhibit C); Archer Material Sciences Compositional Analysis Report (Exhibit D).

The communications between Fielding and Archer leave no doubt as to the purpose of this engagement. In an email dated September 6, 2022, Fielding wrote to Archer's project manager, Ryan Driscoll, requesting "a full compositional breakdown of the attached concentrate sample, including identification of all component chemicals and their weight percentages." (Exhibit C, CPS-EXDIS-003472.) Fielding described the sample as "a proprietary concentrate provided by a customer" and asked Archer to "identify each component and provide quantitative results to the extent possible." (Id.) In a follow-up email dated September 14, 2022, Fielding confirmed receipt of Archer's preliminary findings and asked for "additional precision on the polymer binder component and the fluorochemical additive." (Exhibit C, CPS-EXDIS-003489.)

Archer's compositional analysis report, produced in discovery as Exhibit D, identified all five of the proprietary additive constituents that CPS had deliberately withheld from Harlow under the TMA's partial-disclosure structure. The report provided not only the identity of each constituent but also approximate weight percentages, giving Harlow the critical missing pieces needed to reconstruct the complete CPS-BC-1147 formulation. (Exhibit D.)

This conduct constituted a direct and flagrant violation of TMA Section 8.2, which expressly prohibited reverse engineering or chemical analysis of any CPS materials, including CPS Concentrate A. The prohibition was unambiguous. It was specifically negotiated. And it was violated deliberately, while the TMA was still in full force and effect.

Retention of CPS Confidential Records. discovery has further revealed that Fielding retained batch production records, analytical test results, and process parameter logs generated during the tolling relationship — documents that belonged to CPS and that, under TMA Section 7, were to be used solely for purposes of performing under the TMA and returned or destroyed upon termination. See Documents Showing Fielding's Retention of CPS Records (Exhibit E).

These retained records were not mere administrative files. They contained detailed data on the processing temperatures, shear rates, mixing speeds, and order-of-addition protocols used in the production of CPS-BC-1147 — precisely the kind of proprietary process information that, combined with the formulation itself, would enable a skilled formulator to replicate the product. (Exhibit E; Exhibit H, ¶¶ 46–52.) Dr. Yuen has testified that the processing parameters for CPS-BC-1147 are nearly as critical as the formulation itself, because the coating's barrier performance is highly sensitive to the conditions under which it is blended and applied. (Exhibit H, ¶ 22.)

The combination of the Archer Material Sciences analysis of CPS Concentrate A — which identified the five previously undisclosed constituents and their approximate weight percentages — with Fielding's retained batch records and process parameter logs — which documented the nine disclosed constituents, their proportional ranges, and all critical processing parameters — gave Harlow the complete CPS-BC-1147 formulation and the complete manufacturing protocol. In other words, Harlow had everything needed to produce an exact copy of CPS-BC-1147, and that is precisely what ShieldCoat Pro 900 is.

The timeline is revealing. Fielding commissioned the Archer analysis in September 2022. The TMA terminated on January 31, 2023. Harlow began marketing ShieldCoat Pro 900 in approximately April 2023 — a mere three months after termination. This rapid time-to-market was possible only because Harlow was not developing a new product from scratch; it was manufacturing a product whose formulation and process had already been stolen.

D. Solicitation of CPS's Customers

In addition to misappropriating CPS-BC-1147, Harlow aggressively solicited CPS's customers in violation of TMA Section 9.3's non-solicitation covenant. The solicitation campaign was led by Amanda Trent, Harlow's Sales Director, and targeted customers with whom CPS had longstanding supply relationships.

On or about June 12, 2023, CPS's Sales Director, Brian Novotny, received a telephone call from the procurement manager at Mapleridge Paper Corp., a longstanding CPS customer headquartered in Kalamazoo, Michigan. Mapleridge informed Novotny that Amanda Trent of Harlow had contacted Mapleridge's packaging division and offered ShieldCoat Pro 900 as a direct replacement for CPS-BC-1147, at a price representing a 15% discount to CPS's pricing. See Declaration of Brian Novotny (Exhibit I, ¶¶ 5–9.)

Novotny immediately reported this contact to CPS management, and CPS launched an investigation. Between June and November 2023, CPS confirmed through direct customer communications and, subsequently, through documents obtained in expedited discovery, that at least four additional CPS customers had been solicited by Trent in a substantially identical manner. These customers were:

• Pinnacle Flexible Films LLC (Akron, Ohio) — solicited in or around July 2023;

• Orion Paperboard Inc. (Louisville, Kentucky) — solicited in or around August 2023;

• Great River Packaging Co. (Memphis, Tennessee) — solicited in or around September 2023; and

• TerraFold Industries LLC (Grand Rapids, Michigan) — solicited in or around October 2023.

(Exhibit I, ¶¶ 10–22; Exhibit F.)

In total, at least five CPS customers were solicited by Trent, each of whom was offered ShieldCoat Pro 900 at a price approximately 15% below CPS's pricing for CPS-BC-1147. (Exhibit F; Exhibit G.) Documents produced in expedited discovery include correspondence from Trent to purchasing contacts at each of these customers, as well as pricing proposals that explicitly reference CPS-BC-1147 as the product that ShieldCoat Pro 900 was designed to replace. (Exhibit F, CPS-EXDIS-007218 (Trent email to Mapleridge: "ShieldCoat Pro 900 is a direct, performance-equivalent alternative to the CPS product you're currently using, at a significantly lower price point.").) This solicitation campaign violated TMA Section 9.3, which prohibited Harlow from soliciting CPS's customers for the purpose of selling barrier coating products, and the explicit references to CPS-BC-1147 leave no room for doubt that Trent's outreach was targeted and deliberate.

E. The Thornburg Analytics Forensic Analysis

Upon learning of Harlow's customer solicitation and the existence of ShieldCoat Pro 900, CPS retained Thornburg Analytics LLC, a forensic analytical chemistry firm located at 7225 Research Park Drive, Cincinnati, Ohio 45237, to evaluate whether ShieldCoat Pro 900 was derived from the CPS-BC-1147 formulation. CPS engaged Thornburg on November 8, 2023.

Thornburg's principal and lead analyst is Dr. Elena Vasquez, who holds a Ph.D. in Analytical Chemistry from the University of Michigan and has more than fifteen years of experience in the forensic analysis of chemical formulations, including coatings, adhesives, and polymer systems. Dr. Vasquez has been qualified as an expert witness in federal and state courts on multiple occasions.

Dr. Vasquez obtained samples of ShieldCoat Pro 900 from three separate CPS customers that had received product samples or shipments from Harlow. These samples were obtained through CPS's sales team, with the cooperation of the customers involved, and were subjected to a comprehensive analytical protocol including gas chromatography–mass spectrometry (GC-MS), Fourier-transform infrared spectroscopy (FT-IR), inductively coupled plasma optical emission spectrometry (ICP-OES), and thermogravimetric analysis (TGA). (Exhibit B, ¶¶ 8–15.)

Dr. Vasquez's preliminary report, dated December 22, 2023, reached the following conclusions:

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 practical matter.

(Exhibit B, ¶¶ 22–29.)

Dr. Vasquez further explained that the ±0.3% tolerance observed is far below the normal variation that would arise if two parties independently attempted to develop a complex fourteen-constituent barrier coating. Independent development would, at a minimum, be expected to produce differences in the selection of constituent chemicals, the identity and grade of specific raw materials, the proportional ratios of those materials, and the processing parameters employed. The absence of any meaningful difference across all fourteen constituents — in a formulation that took CPS twenty-four months and $3.8 million to develop — is, in Dr. Vasquez's opinion, conclusive evidence of misappropriation. (Exhibit B, ¶¶ 30–35.)

F. Pre-Litigation Demand and Harlow's Denial

On January 18, 2024, Calderwood & Harkness LLP, acting as counsel for CPS, sent a detailed cease-and-desist letter to Harlow Chemical Supply Inc. (Exhibit J). The letter documented CPS's concerns regarding ShieldCoat Pro 900, described the forensic findings of Thornburg Analytics, and demanded that Harlow: (i) immediately cease the manufacture and sale of ShieldCoat Pro 900; (ii) return and destroy all CPS confidential information in Harlow's possession, custody, or control; and (iii) provide a full accounting of all ShieldCoat Pro 900 sales, including volumes, revenues, customer identities, and pricing.

On February 5, 2024, Brian Whitaker of Voss Gentry & Whitaker LLP, 300 North Meridian Street, Suite 2500, Indianapolis, Indiana 46204, responded on behalf of Harlow. (Exhibit K.) Mr. Whitaker's letter categorically denied that Harlow had misappropriated any CPS trade secrets and asserted that ShieldCoat Pro 900 was "independently developed by Harlow's technical team based on Harlow's own experience and expertise in the coatings industry." (Id.) The letter did not address the Thornburg Analytics findings in any detail, did not explain the compositional identity between ShieldCoat Pro 900 and CPS-BC-1147, and did not offer any evidence or documentation of the purported independent development process. The letter also declined to provide any accounting of ShieldCoat Pro 900 sales.

G. This Litigation and the TRO

In light of Harlow's refusal to cease its infringing conduct, CPS filed its Verified Complaint and Motion for Temporary Restraining Order on February 26, 2024. The Verified Complaint asserts five counts:

Count I: Misappropriation of Trade Secrets Under the Defend Trade Secrets Act, 18 U.S.C. §§ 1836–1839.

Count II: Misappropriation of Trade Secrets Under the Ohio Uniform Trade Secrets Act, Ohio Rev. Code §§ 1333.61–1333.69.

Count III: Breach of Contract (TMA Sections 7, 8.2, 9.1, and 9.3).

Count IV: Tortious Interference with Business Relationships.

Count V: Unjust Enrichment.

The Complaint names three defendants: Harlow Chemical Supply Inc., Gerald W. Norris (individually, as the alter ego and directing party of Harlow), and Kenneth Fielding (individually, as the Harlow officer who personally orchestrated the reverse engineering and misappropriation of CPS-BC-1147).

On March 4, 2024, following a hearing on the TRO motion, this Court granted CPS's Motion for Temporary Restraining Order. (Exhibit L.) The TRO, which remains in effect, restrains Harlow, Norris, Fielding, and all persons acting in concert or participation with them, from manufacturing, marketing, distributing, selling, or offering for sale ShieldCoat Pro 900 or any product derived from CPS-BC-1147 or CPS Concentrate A, and orders the preservation of all documents and electronically stored information relating to the matters at issue in this litigation. (Id.) The Court set a bond amount and scheduled a hearing on the preliminary injunction motion for April 11, 2024.

H. Evidence Obtained in Expedited discovery

Since the TRO's entry, the parties have conducted expedited discovery pursuant to this Court's March 4, 2024 Order. Harlow has produced approximately 42,000 documents, and CPS has produced approximately 18,000 documents. The parties have also taken and defended initial depositions.

The discovery to date has yielded critical new evidence that significantly strengthens CPS's case. Among the most significant items:

Communications with Archer Material Sciences. Harlow produced communications between Kenneth Fielding and Archer Material Sciences Inc. that confirm the September 2022 analytical engagement described above. These communications — principally a series of emails between Fielding and Archer project manager Ryan Driscoll — document Fielding's request for a full compositional analysis of CPS Concentrate A, Archer's provision of preliminary and final analytical results, and Fielding's follow-up questions seeking additional precision on certain constituent identifications. (Exhibit C.) The communications also include Archer's final compositional analysis report, which identified all five of the proprietary additive constituents in CPS Concentrate A and provided approximate weight percentages for each. (Exhibit D.) These documents were not available to CPS at the time of the TRO motion and provide direct, documentary evidence of the reverse engineering that CPS alleged.

Fielding's Retained CPS Records. Harlow produced documents from Kenneth Fielding's personal files that include CPS batch production records, analytical certificates of analysis, and process parameter logs generated during the tolling relationship. (Exhibit E.) These records cover multiple production campaigns spanning the life of the TMA and contain detailed data on the nine disclosed constituents, their proportional ranges, and the processing temperatures, shear rates, mixing times, and order-of-addition protocols used in the production of CPS-BC-1147. Under TMA Section 7, these records were to be used solely for TMA purposes and were to be returned or destroyed upon termination. Instead, Fielding retained them — and they now reside in his files alongside the Archer compositional analysis.

Sales Records and Customer Solicitation Correspondence. Harlow's production includes sales records and correspondence documenting Amanda Trent's outreach to CPS customers. (Exhibit F; Exhibit G.) These records show that Trent contacted Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC, offering ShieldCoat Pro 900 as a replacement for CPS-BC-1147 at pricing approximately 15% below CPS's pricing. The correspondence is detailed and targeted, with specific references to each customer's existing use of CPS-BC-1147 and explicit assertions that ShieldCoat Pro 900 offers equivalent performance at a lower cost.

Internal Harlow Emails. Harlow's production also includes internal emails among Harlow personnel — including Fielding, Trent, and Norris — discussing the timing and strategy for the launch of ShieldCoat Pro 900 in relation to CPS's termination of the TMA. These emails reveal that Harlow's senior management was aware that ShieldCoat Pro 900 was derived from information obtained through the CPS tolling relationship and that the product's launch was deliberately timed to follow closely after the TMA's termination. These communications further undermine Defendants' claim of independent development and demonstrate the deliberate nature of the misappropriation.

The evidence obtained in expedited discovery confirms and amplifies the showing CPS made at the TRO stage. It removes any doubt that Harlow's development of ShieldCoat Pro 900 was the product of systematic misappropriation — not independent innovation.

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 served by the issuance of an injunction. Winter v. Natural Res. Def. Council, Inc., 555 U.S. 7, 20 (2008); Certified Restoration Dry Cleaning Network, LLC v. Tenke Corp., 511 F.3d 535, 542 (6th Cir. 2007).

In the Sixth Circuit, these four factors are not rigid prerequisites that must each be established independently; rather, they are to be balanced, "with no single factor being dispositive." Certified Restoration, 511 F.3d at 542. A particularly strong showing on one factor may compensate for a weaker showing on another. See McFarland v. City of Catlettsburg, 774 F. App'x 195, 199 (6th Cir. 2019). Nonetheless, the Sixth Circuit has recognized that "the proof required for the plaintiff to obtain a preliminary injunction is much more stringent than the proof required to survive a summary judgment motion." Audi AG v. D'Amato, 469 F.3d 534, 550 (6th Cir. 2006) (internal quotation omitted). The movant bears the burden of establishing its entitlement to this "extraordinary and drastic remedy." Certified Restoration, 511 F.3d at 542.

In trade secret cases, both the Defend Trade Secrets Act and the Ohio Uniform Trade Secrets Act provide express statutory authorization for injunctive relief. The DTSA authorizes a court to "grant an injunction . . . to prevent any actual or threatened misappropriation" of a trade secret, provided the injunction does not "prevent a person from entering into an employment relationship" and the injunction is based on "evidence of threatened misappropriation and not merely on the information the person knows." 18 U.S.C. § 1836(b)(3)(A). The Ohio UTSA similarly provides that "[a]ctual or threatened misappropriation may be enjoined." Ohio Rev. Code § 1333.62.

Courts in this Circuit and elsewhere have recognized that trade secret misappropriation cases are among the most appropriate contexts for preliminary injunctive relief. The reason is straightforward: once a trade secret is lost, the harm is often permanent and cannot be remedied through monetary damages alone. See Greaves Group v. Stoneham, 747 F. App'x 360, 370 (6th Cir. 2018) ("A trade secret once lost is, of course, lost forever." (quoting Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1012 (1984))).

The standard for converting a TRO into a preliminary injunction is essentially the same four-factor analysis. The principal difference is procedural: whereas a TRO may be entered on an expedited basis with limited adversarial briefing, a preliminary injunction is entered only after a full hearing at which both parties have the opportunity to present evidence and argument. See Fed. R. Civ. P. 65(a), (b). The movant's burden at the preliminary injunction stage is, if anything, heightened by the additional evidence and briefing available to the Court. Here, however, the additional evidence obtained during expedited discovery overwhelmingly supports CPS's request for injunctive relief.

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 efforts that are reasonable under the circumstances to maintain its secrecy. 18 U.S.C. § 1839(3); Ohio Rev. Code § 1333.61(D). CPS easily satisfies both requirements.

##### a. The Formulation Derives Independent Economic Value from Its Secrecy

CPS-BC-1147 is a complex, multi-component chemical formulation comprising fourteen distinct chemical constituents in proprietary ratios, combined according to a specific order-of-addition protocol and processed at defined temperatures and shear rates. None of this information — the identities and ratios of the fourteen constituents, the order-of-addition protocol, or the processing parameters — is publicly available in any form. The formulation has never been disclosed on any patent, product data sheet, technical bulletin, regulatory filing, trade publication, or public document of any kind. See Exhibit H, ¶ 27; see also Compulife Software, Inc. v. Newman, 959 F.3d 1288, 1312 (11th Cir. 2020) (recognizing that a combination of elements, even where some individual elements are publicly known, can constitute a protectable trade secret).

The economic value of the CPS-BC-1147 formulation is manifest. In fiscal year 2023 alone, CPS-BC-1147 generated approximately $47.23 million in revenue, representing 22% of CPS's total revenue of $214.7 million. CPS-BC-1147 has been a significant revenue contributor since its commercial launch and has been a key driver of CPS's enterprise value and financial performance. The product's value derives directly from its secrecy: the formulation provides CPS with a competitive advantage in the food-grade packaging coatings market that would be substantially diminished — and potentially destroyed — if the formulation were generally known to CPS's competitors.

CPS's $3.8 million investment over twenty-four months to develop CPS-BC-1147 further demonstrates the formulation's independent economic value. The significant time and cost required to arrive at this particular fourteen-constituent formulation through iterative trial and error reflects the difficulty and expense of achieving this result independently. See Oakwood Labs. LLC v. Thanoo, 999 F.3d 892, 906 (3d Cir. 2021) (substantial R&D investment supports finding of independent economic value); Restatement (Third) of Unfair Competition § 39 cmt. e (1995) ("The greater the investment in time, expense, and effort in the development of the information, the greater the likelihood that it represents a valuable secret.").

The formulation's value is further evidenced by the competitive significance of the barrier coating market segment in which CPS-BC-1147 competes. Water-based, sustainable barrier coatings for food-grade paperboard are among the most commercially valuable and rapidly growing product categories in the specialty coatings industry, driven by regulatory trends favoring recyclable and compostable packaging. CPS-BC-1147's performance characteristics — its moisture-vapor, grease, and oxygen barrier properties combined with recyclability — give CPS a significant competitive advantage that would be destroyed if its competitors, including Harlow, could freely manufacture and sell the same formulation. See Organizational Strategies, Inc. v. Feldman, 2018 WL 1578005, at 6 (S.D. Ohio Mar. 27, 2018) (competitive advantage attributable to secrecy supports trade secret status); Valco Cincinnati, Inc. v. N&D Machining Serv., Inc.*, 24 Ohio St. 3d 41, 46 (1986) (noting that trade secret value derives from the competitive advantage the secret provides).

There can be no serious dispute that CPS-BC-1147 derives independent economic value from its secrecy. The formulation is a high-value, commercially significant proprietary asset, and its value would be destroyed if the formulation became generally known.

##### b. CPS Took Reasonable Measures to Maintain Secrecy

CPS has taken comprehensive and multi-layered measures to protect the secrecy of the CPS-BC-1147 formulation. These measures satisfy — and exceed — the "reasonable under the circumstances" standard required by both statutes.

Structural protections in the toll manufacturing relationship. CPS's single most significant protective measure was the Partial Formulation Disclosure and CPS Concentrate A structure built into the TMA. Under this arrangement, Harlow received knowledge of only nine of the fourteen constituent chemicals, and only in general proportional ranges — not the precise ratios. The remaining five proprietary additive constituents were never disclosed to Harlow in any form. Instead, they were supplied as a pre-blended concentrate, CPS Concentrate A, shipped in sealed drums. This structure ensured that Harlow could not, through its normal tolling activities, obtain knowledge of the complete formulation. See Exhibit A, §§ 3.2, 3.4; Exhibit H, ¶¶ 30–37. Courts have recognized that such segmented-disclosure arrangements are a powerful indicator of reasonable efforts to maintain secrecy. See Genzyme Corp. v. Bishop, 463 F. Supp. 2d 946, 951 (W.D. Wis. 2006) (finding reasonable efforts where plaintiff limited disclosures to only portions of its proprietary process).

Robust contractual protections. The TMA contained four overlapping contractual provisions designed to protect CPS's trade secrets: the confidentiality and non-disclosure obligations of Section 7, the reverse-engineering prohibition of Section 8.2, the non-compete of Section 9.1, and the non-solicitation covenant of Section 9.3. These provisions were specifically negotiated and reflected CPS's understanding that a toll manufacturing relationship necessarily involved some disclosure of proprietary information. See Exhibit A, §§ 7, 8.2, 9.1, 9.3. The existence of such contractual protections has long been recognized as evidence of reasonable efforts to maintain secrecy. See Polymet Corp. v. Newman, 2016 WL 7638157, at 4 (S.D. Ohio Dec. 9, 2016) (confidentiality agreement is "strong evidence" of reasonable efforts); Calderon Systems-Nexis v. Beer*, 41 F. Supp. 2d 950, 958 (D. Minn. 1999) (same).

Internal access restrictions. Within CPS's own facilities, access to the complete CPS-BC-1147 formulation was restricted to approximately twelve individuals in the R&D and production departments. These individuals were subject to internal confidentiality agreements. The formulation was maintained on a secured, access-restricted digital server with audit logging, and physical copies were stored in a locked vault. (Exhibit H, ¶¶ 38–45.) Dr. Yuen's declaration provides extensive detail regarding these internal security protocols, including the access-control procedures, the audit trail for formulation data, and the physical security measures employed. (Id.)

Taken together, these measures constitute a comprehensive and reasonable trade secret protection program. CPS did not merely mark documents as "confidential" and hope for the best; it designed a structural architecture — encompassing segmented disclosure, contractual prohibitions, and internal access controls — specifically to prevent the very misappropriation that Harlow perpetrated. The fact that Harlow defeated these protections through affirmative and deliberate misconduct — reverse engineering in violation of an express contractual prohibition — does not mean that CPS's efforts were unreasonable. To the contrary, CPS's measures were designed to prevent precisely the scenario that occurred, and the breach of those measures only underscores the deliberateness of Harlow's conduct.

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" includes the acquisition of a trade secret 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" includes, among other things, "breach or inducement of a breach of a duty to maintain secrecy." 18 U.S.C. § 1839(6)(A). The Ohio UTSA similarly defines "improper means" as including "breach or inducement of a breach of a duty to maintain secrecy." Ohio Rev. Code § 1333.61(A).

Critically, while reverse engineering is generally permissible under trade secret law when conducted through "proper means," reverse engineering conducted in violation of a contractual obligation constitutes "improper means" and supports a claim of misappropriation. See Valco Cincinnati, 24 Ohio St. 3d at 47 ("Reverse engineering is not a 'proper means' when the party has acquired the trade secret through a confidential relationship or in violation of a contractual restriction."); Mangren Research & Dev. Corp. v. National Chemical Co., 87 F.3d 937, 944 (7th Cir. 1996) (reverse engineering is not a defense where it was conducted "in breach of a license agreement"); Bliss Clearing Niagara, Inc. v. Midwest Brake Bond Co., 270 F. Supp. 2d 943, 957 (W.D. Mich. 2003) (same); Compulife Software, 959 F.3d at 1311 (reverse engineering that violates a contractual obligation is not "proper means"); Restatement (Third) of Unfair Competition § 43 cmt. c (1995) (noting that reverse engineering "in breach of a contractual restriction" is improper).

The evidence here is overwhelming. Kenneth Fielding directed the shipment of CPS Concentrate A to Archer Material Sciences Inc. in September 2022 for the express purpose of determining its chemical composition. (Exhibits C, D.) The communications between Fielding and Archer leave no room for ambiguity: Fielding requested "a full compositional breakdown," including "identification of all component chemicals and their weight percentages." (Exhibit C, CPS-EXDIS-003472.) This was reverse engineering in its most literal and unmistakable form. And it was conducted in direct violation of TMA Section 8.2, which 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. (Exhibit A, § 8.2.)

The reverse engineering was not accidental, not incidental, and not ambiguous. It was an affirmative act, undertaken at Fielding's direction, during the term of the TMA, in violation of an express and specifically negotiated contractual prohibition. This conduct constitutes "improper means" under both 18 U.S.C. § 1839(6) and Ohio Rev. Code § 1333.61(A), and it supports a finding of misappropriation as a matter of law.

Fielding's retention of CPS's batch production records, analytical test results, and process parameter logs compounds the impropriety. These documents were generated during the tolling relationship and contained CPS's confidential and proprietary processing information. Under TMA Section 7, Harlow was obligated to maintain the confidentiality of these records, to use them only for purposes of performing under the TMA, and to return or destroy them upon termination. (Exhibit A, § 7.) Instead, Fielding retained them in his personal files and used them — in combination with the Archer compositional analysis — to replicate the complete CPS-BC-1147 formulation and process. (Exhibit E.) This retention and use constituted a further breach of Harlow's duty of confidence and a further act of misappropriation. See Thermodyne Food Serv. Prods., Inc. v. McDonald's Corp., 940 F. Supp. 1300, 1307–08 (N.D. Ind. 1996) (retention and use of confidential information beyond scope of contractual authorization constitutes misappropriation); Bonds v. Lam Research Corp., 2018 WL 1567647, at *5 (N.D. Cal. Mar. 30, 2018) (unauthorized retention of confidential documents supports misappropriation claim).

##### b. Misappropriation by Breach of Confidence

The DTSA and the Ohio UTSA also define misappropriation to include the disclosure or use of a trade secret by a person who, at the time of disclosure or use, knew or had reason to know that the trade secret was derived from or through a person who had a duty to maintain its secrecy or limit its use. 18 U.S.C. § 1839(5)(B); Ohio Rev. Code § 1333.61(B).

This prong of the misappropriation analysis is satisfied on the undisputed facts. Harlow acquired knowledge of nine of the fourteen constituents of CPS-BC-1147 — and received physical possession of CPS Concentrate A, the pre-blended concentrate containing the remaining five constituents — under the TMA. It is beyond dispute that Harlow received this information and material subject to a duty of confidence, as established by TMA Section 7's strict confidentiality obligations. Harlow used this information and material — the Partial Formulation Disclosure for the nine known constituents, the Archer analysis for the five unknown constituents, and the retained batch records for the processing parameters — to develop and launch ShieldCoat Pro 900, a product forensically demonstrated to be compositionally identical to CPS-BC-1147. (Exhibit B.)

This constitutes misappropriation through breach of a duty to maintain secrecy under both the DTSA and the Ohio UTSA. See PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1272 (7th Cir. 1995) (use of trade secret information obtained under a duty of confidence constitutes misappropriation); Thackeray Corporation, 747 F. App'x at 368 (same).

The misappropriation here was not limited to Harlow as an entity. Gerald W. Norris, as CEO and sole shareholder of Harlow, directed or permitted the misappropriation campaign. Kenneth Fielding personally orchestrated the reverse engineering by engaging Archer Material Sciences and retaining CPS's confidential records. Both are individually liable for their roles in the misappropriation.

##### c. The Forensic Evidence Is Overwhelming

The forensic evidence establishes beyond any reasonable dispute that ShieldCoat Pro 900 is a copy of CPS-BC-1147, not an independently developed product.

Dr. Elena Vasquez of Thornburg Analytics LLC subjected samples of ShieldCoat Pro 900 from three separate sources to comprehensive multi-instrumental analysis. Her findings are unequivocal: ShieldCoat Pro 900 matches CPS-BC-1147 in all fourteen constituent chemicals, with weight percentages falling within ±0.3% for every constituent. (Exhibit B, ¶¶ 22–28.) Dr. Vasquez opined that this level of compositional agreement is "not achievable through independent development" and is "consistent only with access to the complete formulation." (Exhibit B, ¶ 29.)

The significance of the ±0.3% compositional match cannot be overstated. CPS-BC-1147 is a complex fourteen-constituent formulation with proprietary ratios. The probability of two parties independently arriving at the same fourteen-constituent system — selecting the same fourteen chemicals from the universe of available raw materials, in the same proportional ratios within ±0.3% — is, as Dr. Vasquez explains, effectively zero. (Id. ¶¶ 30–35.) This is not a case involving a simple two- or three-component formulation where coincidental similarity might be plausible. A fourteen-constituent formulation with this degree of compositional identity is, in scientific terms, the functional equivalent of a fingerprint match. See Henkel Corp. v. Cox, 564 F. Supp. 2d 716, 723–24 (E.D. Mich. 2008) (forensic evidence showing compositional identity between plaintiff's and defendant's products supported finding of misappropriation).

Moreover, the forensic evidence is corroborated by the documentary evidence of misappropriation. The Archer Material Sciences engagement explains how Harlow obtained the composition of CPS Concentrate A; Fielding's retained records explain how Harlow obtained the rest of the formulation and the processing parameters; and the compositional identity of ShieldCoat Pro 900 confirms the inevitable result: a product that is, for all practical purposes, the same product as CPS-BC-1147.

##### d. Defendants' "Independent Development" Defense Is Contradicted by the Evidence

In their February 5, 2024 letter, Defendants asserted through counsel that ShieldCoat Pro 900 was "independently developed by Harlow's technical team based on Harlow's own experience and expertise in the coatings industry." (Exhibit K.) This defense fails as a matter of fact and law.

The independent development claim is contradicted by the documentary evidence. The recently discovered evidence of Harlow's engagement of Archer Material Sciences to analyze CPS Concentrate A is, by itself, fatal to any claim of independent development. Independent development means arriving at a formulation through one's own research, experimentation, and creative effort — without reliance on the trade secret owner's proprietary information. What Harlow did was the opposite: it obtained the composition of CPS Concentrate A through reverse engineering conducted in violation of a contractual prohibition, combined that information with CPS's own batch records and process parameters that Fielding had retained in violation of the TMA, and used the assembled information to produce an identical product. This is not independent development — it is misappropriation, followed by an attempt to relabel the stolen product as one's own.

The independent development claim is contradicted by the forensic evidence. As Dr. Vasquez explained, the ±0.3% compositional match between ShieldCoat Pro 900 and CPS-BC-1147 across all fourteen constituents is "not achievable through independent development." (Exhibit B, ¶ 29.) If Harlow had independently developed ShieldCoat Pro 900, one would expect to see meaningful differences in at least some of the constituent identities, grades, or ratios. The absence of any such differences — across a fourteen-constituent formulation — effectively rules out independent development as a scientifically plausible explanation for the composition of ShieldCoat Pro 900. See Oakwood Labs., 999 F.3d at 910 (forensic evidence of near-identity between plaintiff's and defendant's formulations undermined independent development defense); Southern Glazer's Wine & Spirits, LLC v. Perez, 9 F.4th 1345, 1353 (11th Cir. 2021) (substantial similarity between plaintiff's trade secret and defendant's product, combined with evidence of access, supported finding of misappropriation).

The timeline belies independent development. CPS-BC-1147 was the product of twenty-four months and $3.8 million in R&D. Harlow began marketing ShieldCoat Pro 900 in approximately April 2023, roughly three months after the TMA's January 31, 2023 termination. If Harlow had truly developed ShieldCoat Pro 900 independently, one would expect the development process to have taken a comparable period of time and involved a com

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION
PLAINTIFF CRESTLINE PACKAGING SOLUTIONS LLC'S MEMORANDUM IN SUPPORT OF ITS MOTION FOR PRELIMINARY INJUNCTION
TABLE OF CONTENTS
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TABLE OF AUTHORITIES
Cases
Federal Statutes
State Statutes
Federal Rules
Other Authorities
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 Restraining Order, incorporating the substantial additional evidence obtained during the expedited discovery authorized by this Court.
The TRO currently in effect restrains Defendant Harlow Chemical Supply Inc. ("Harlow"), as well as individual Defendants Gerald W. Norris and Kenneth Fielding, from manufacturing, marketing, or selling a barrier coating sold under the name "ShieldCoat Pro 900," and orders the preservation of all documents and electronically stored information relevant to this litigation. The evidence amassed since the TRO's entry confirms, in compelling detail, that the ShieldCoat Pro 900 product is nothing more than a thinly disguised copy of CPS's proprietary formulation CPS-BC-1147 — a formulation that Harlow obtained through deliberate and systematic misappropriation, not through the "independent development" that Defendants have claimed.
Since entry of the TRO, the parties have engaged in expedited discovery, including the production of approximately 60,000 documents and the commencement of depositions. This discovery has produced powerful additional evidence confirming that Harlow's misappropriation was deliberate and systematic. Among the most significant revelations:
First, documents produced by Harlow reveal that in September 2022 — fully five months before CPS terminated the Toll Manufacturing Agreement ("TMA") between the parties — Harlow's Vice President of Technical Operations, Kenneth Fielding, directed the shipment of CPS's proprietary pre-blended concentrate ("CPS Concentrate A") to a third-party analytical laboratory, Archer Material Sciences Inc. of Indianapolis, Indiana. The purpose of this shipment was unmistakable: to determine the chemical composition of CPS Concentrate A and thereby identify the five proprietary additive constituents that CPS had deliberately withheld from Harlow under the TMA's partial-disclosure structure. This act — conducted covertly, while the TMA was still in force — constituted a direct and flagrant violation of TMA Section 8.2, which expressly prohibited reverse engineering of any CPS materials, including CPS Concentrate A.
Second, expedited discovery has confirmed that Fielding retained batch production records, analytical test results, and process parameter logs belonging to CPS well beyond the scope permitted by the TMA. These records — which documented the nine disclosed constituents, their proportional ranges, and critical processing parameters such as temperatures, shear rates, and order-of-addition protocols — were supposed to be returned or destroyed upon termination of the tolling relationship. Instead, Fielding retained them in his personal files. Combined with the Archer Material Sciences analysis of CPS Concentrate A, these retained records gave Harlow everything it needed to replicate the complete CPS-BC-1147 formulation.
Third, the evidence confirms that Harlow's Sales Director, Amanda Trent, solicited at least five of CPS's longstanding customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — offering ShieldCoat Pro 900 at a 15% discount to CPS's pricing. This conduct violated TMA Section 9.3's non-solicitation covenant and was plainly designed to exploit the misappropriated formulation for maximum competitive harm against CPS.
The product at the center of this dispute, CPS-BC-1147, is a water-based, high-performance barrier coating for food-grade paperboard packaging substrates. It is the product of approximately $3.8 million in research and development expenditures over a 24-month development period from January 2015 through December 2016. CPS-BC-1147 comprises fourteen distinct chemical constituents in proprietary ratios, with a specific order-of-addition protocol and defined processing temperatures and shear rates. This formulation has never been disclosed on any product data sheet, patent, or public filing. In fiscal year 2023, CPS-BC-1147 accounted for approximately $47.23 million in revenue — 22% of CPS's total revenue of $214.7 million. It is, by any measure, one of CPS's most valuable and commercially significant products.
Each day that Defendants' misappropriation continues unchecked, CPS suffers irreparable harm that cannot be remedied by money damages alone. The secrecy of the CPS-BC-1147 formulation degrades with every sale of ShieldCoat Pro 900. Customers are diverted. Pricing pressure mounts. And the competitive advantage that CPS spent years and millions of dollars building erodes further. These harms are precisely the kind that preliminary injunctive relief is designed to prevent.
As demonstrated below, CPS satisfies all four factors for issuance of a preliminary injunction. The evidence of deliberate misappropriation is overwhelming, the irreparable harm is ongoing and escalating, the balance of equities tips decisively in CPS's favor, and the public interest is served by enjoining the exploitation of stolen trade secrets. CPS respectfully asks this Court to enter the relief requested.
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 facilities — its primary facility in Columbus, Ohio, a secondary facility in Marysville, Ohio, and a warehouse and distribution center in Grove City, Ohio — and produces approximately 38 million pounds of coatings annually. In fiscal year 2023, CPS reported total revenue of $214.7 million and EBITDA of $31.2 million. CPS employs approximately 620 people across its operations, including a dedicated research and development team of 34 scientists and engineers.
In 2019, Ridgepoint Capital Partners LP, a Cleveland-based middle-market private equity firm, acquired CPS for an enterprise value of approximately $285 million, recognizing the significant value embodied in CPS's proprietary formulations and customer relationships. As part of the acquisition financing and ongoing operations, CPS is a borrower under a $130 million senior secured credit facility with Keystone Commerce Bank (agent office: 500 Grant Street, Pittsburgh, Pennsylvania 15219; relationship manager: Nicole Brandt). The financial health and revenue trajectory of CPS are directly tied to the continued commercial success of its proprietary formulations, including CPS-BC-1147, and to the protection of the trade secrets that underpin those formulations.
CPS-BC-1147 was developed by CPS's Research and Development team under the leadership of Dr. Margaret Yuen, Vice President of Research & Development. Dr. Yuen holds a Ph.D. in polymer chemistry from Case Western Reserve University and has over twenty years of experience in coatings formulation. The development of CPS-BC-1147 spanned approximately twenty-four months, from January 2015 through December 2016, and represented one of the most significant R&D initiatives in CPS's history. See Declaration of Dr. Margaret Yuen (Exhibit H, ¶¶ 4–12).
During this period, CPS invested approximately $3.8 million in the development of CPS-BC-1147. This investment encompassed the acquisition of specialized laboratory equipment, the cost of extensive raw material trials involving more than 200 experimental formulation iterations, personnel costs for the dedicated R&D team, pilot-line testing at scale, and comprehensive FDA compliance testing required for food-contact applications. (Id. ¶¶ 13–18.) Dr. Yuen has described the development process as "painstaking," requiring the iterative evaluation of hundreds of combinations of chemical constituents, processing conditions, and application parameters before arriving at the final formulation. (Id. ¶ 15.)
The resulting product, CPS-BC-1147, is a water-based, high-performance barrier coating that provides moisture-vapor, grease, and oxygen barrier properties for food-grade paperboard packaging substrates. CPS-BC-1147 was designed as a sustainable alternative to polyethylene- and wax-based barrier coatings, offering comparable or superior performance while being compatible with standard paperboard recycling streams — a characteristic of increasing commercial importance as the packaging industry responds to environmental and regulatory pressures. (Exhibit H, ¶ 10.)
The CPS-BC-1147 formulation comprises fourteen distinct chemical constituents in proprietary ratios, combined according to a specific order-of-addition protocol and processed at defined temperatures and shear rates. The formulation's performance is highly sensitive to these parameters: even minor deviations in constituent ratios, addition sequencing, or processing conditions can materially degrade the coating's barrier properties. (Exhibit H, ¶¶ 19–25.) This sensitivity is a significant reason why the formulation is so valuable and why independent development of an equivalent product would be extraordinarily difficult and time-consuming without access to CPS's proprietary information.
Critically, the CPS-BC-1147 formulation has never been disclosed on any product data sheet, patent application, patent, trade publication, or public filing of any kind. CPS made a deliberate decision not to seek patent protection for CPS-BC-1147, concluding that trade secret protection offered superior protection for a complex multi-component formulation that would be difficult to detect from the finished product alone and whose patent claims might not capture the full scope of CPS's competitive advantage. (Exhibit H, ¶ 27.) CPS has instead relied on a combination of physical, contractual, and procedural safeguards to maintain the secrecy of the formulation, as described in detail below.
In fiscal year 2023, sales of CPS-BC-1147 accounted for approximately 22% of CPS's total coatings revenue, generating approximately $47.23 million (22% of $214.7 million) in revenue. CPS-BC-1147 is sold to a diversified customer base of food packaging converters, integrated paperboard manufacturers, and food service companies, many of whom have relied on CPS as a sole-source supplier of this coating for years. CPS-BC-1147 is, by any measure, CPS's flagship product and a cornerstone of its business.
B. The Toll Manufacturing Agreement and CPS's Protection of Its Trade Secrets
On March 15, 2017, CPS and Harlow Chemical Supply Inc. entered into a Toll Manufacturing Agreement (the "TMA") under which Harlow agreed to blend and package CPS-BC-1147 at Harlow's facility in Terre Haute, Indiana, to supplement CPS's own Columbus, Ohio production capacity. See Toll Manufacturing Agreement (Exhibit A). At the time, CPS was experiencing growing demand for CPS-BC-1147 that was outstripping its in-house capacity, and the engagement of a toll manufacturer was intended to bridge this capacity gap while CPS planned and built additional in-house production lines.
Harlow Chemical Supply Inc. is an Indiana corporation headquartered at 1120 Commerce Boulevard, Terre Haute, Indiana 47802. Harlow operates as a contract (toll) chemical manufacturer serving the coatings, adhesives, and sealants industries. Gerald W. Norris is the Chief Executive Officer and sole shareholder of Harlow. In 2023, Harlow's estimated revenue was approximately $87.3 million, generated primarily from toll manufacturing services provided to a range of coatings and chemical companies. Harlow employs approximately 210 people.
The tolling relationship between CPS and Harlow was, by design, structured to provide Harlow with only the minimum information necessary to blend and package CPS-BC-1147. CPS understood that any toll manufacturing relationship necessarily involved disclosure of some proprietary information to the toll manufacturer, and it took deliberate steps to limit that disclosure and to protect the information that was shared.
Under the TMA, CPS provided Harlow with what was designated as a "Partial Formulation Disclosure." This disclosure covered only nine of the fourteen chemical constituents of CPS-BC-1147, along with general proportional ranges for those nine constituents — not the precise ratios used in CPS's production. (Exhibit A, § 3.2; Exhibit H, ¶¶ 30–33.) The remaining five proprietary additive constituents — which are responsible for many of the critical barrier performance characteristics of CPS-BC-1147 — were never individually identified to Harlow. Instead, CPS supplied these five constituents pre-blended as a single concentrate, designated "CPS Concentrate A," which was shipped in sealed drums from CPS's Columbus, Ohio facility directly to Harlow's Terre Haute plant. (Exhibit A, § 3.4; Exhibit H, ¶ 34.)
This two-tier disclosure structure was a deliberate and carefully designed protective measure. By supplying the five most sensitive constituents as a pre-blended concentrate, CPS ensured that Harlow would never have direct knowledge of the identity, source, or proportional contribution of those five constituents. Harlow's production personnel simply added CPS Concentrate A to the batch at the appropriate stage of the blending process, without knowing what was in it. (Exhibit H, ¶¶ 35–37.) Dr. Yuen has testified that this approach was specifically recommended by CPS's intellectual property counsel and was a condition of CPS's willingness to enter into the tolling relationship. (Id. ¶ 36.)
CPS paid Harlow a tolling fee of $0.38 per pound blended and packaged under the TMA. In calendar year 2022 — the last full year of the tolling relationship — Harlow processed approximately 9.4 million pounds of CPS-BC-1147, generating $3,572,000 in tolling fees for Harlow (9,400,000 lbs. × $0.38/lb. = $3,572,000). Over the approximately six-year life of the TMA, Harlow processed tens of millions of pounds of CPS-BC-1147 and received tens of millions of dollars in tolling fees. The tolling relationship was profitable and mutually beneficial — so long as Harlow honored its contractual obligations.
In addition to the structural protections embodied in the Partial Formulation Disclosure and the CPS Concentrate A arrangement, the TMA contained robust contractual provisions designed to protect CPS's trade secrets and competitive position:
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 during the tolling relationship, and all information concerning CPS's customers, pricing, and business operations. Section 7 required Harlow to limit access to CPS's confidential information to those Harlow employees with a need to know and to use such information solely for the purpose of performing its obligations under the TMA. (Exhibit A, § 7.)
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 principal's proprietary information to develop a competing product. (Exhibit A, § 9.1.)
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, pricing, and product specifications. (Exhibit A, § 9.3.)
These contractual protections were supplemented by CPS's internal security measures. Within CPS's own facilities, access to the complete CPS-BC-1147 formulation was restricted to a small number of R&D and production personnel — approximately twelve individuals — who were subject to internal confidentiality agreements and access controls. The formulation was maintained on a secured, access-restricted digital server with audit logging, and physical copies of the formulation were kept in a locked vault accessible only to designated personnel. (Exhibit H, ¶¶ 38–45.)
CPS terminated the TMA effective January 31, 2023. The termination was motivated by CPS's successful completion of a capital expenditure project that brought additional in-house blending and packaging capacity online at its Columbus facility, eliminating the need for toll manufacturing. The termination was amicable in its execution: CPS provided the contractually required ninety-day notice, worked with Harlow to wind down in-process batches, and made all final payments in full. There was no dispute between the parties at the time of termination. What CPS did not know, however, was that Harlow had already laid the groundwork for the misappropriation that would follow.
C. Harlow's Systematic Reverse Engineering and Launch of ShieldCoat Pro 900
In approximately April 2023 — roughly three months after the TMA's January 31, 2023 termination — Harlow began marketing a barrier coating under the name "ShieldCoat Pro 900" to the food packaging industry. ShieldCoat Pro 900 was marketed as a water-based, high-performance barrier coating for food-grade paperboard substrates — that is, a product targeted at the exact same applications, the exact same performance characteristics, and the exact same customer base as CPS-BC-1147. As detailed below and in the forensic analysis by Thornburg Analytics LLC (Exhibit B), ShieldCoat Pro 900 is not merely similar to CPS-BC-1147 — it is compositionally identical within an analytically insignificant tolerance of ±0.3% by weight across all fourteen constituents.
Kenneth Fielding, Harlow's Vice President of Technical Operations, directed the reverse-engineering effort that made ShieldCoat Pro 900 possible. Fielding had been Harlow's primary technical point of contact for the CPS tolling relationship throughout its duration, and he had direct access to the Partial Formulation Disclosure, the CPS Concentrate A drums, and the batch production records and process parameter logs generated during production of CPS-BC-1147. He was, in short, the Harlow employee most intimately familiar with CPS's proprietary information — and the one best positioned to exploit it.
The Archer Material Sciences Engagement. The most damning evidence uncovered in expedited discovery concerns Fielding's engagement of Archer Material Sciences Inc. ("Archer"), a third-party analytical laboratory located at 9300 Harding Street, Indianapolis, Indiana 46221. Documents produced by Harlow in discovery reveal that in September 2022 — five months before the TMA was terminated — Fielding arranged for samples of CPS Concentrate A to be shipped from Harlow's Terre Haute facility to Archer's Indianapolis laboratory. See Communications between Fielding and Archer Material Sciences (Exhibit C); Archer Material Sciences Compositional Analysis Report (Exhibit D).
The communications between Fielding and Archer leave no doubt as to the purpose of this engagement. In an email dated September 6, 2022, Fielding wrote to Archer's project manager, Ryan Driscoll, requesting "a full compositional breakdown of the attached concentrate sample, including identification of all component chemicals and their weight percentages." (Exhibit C, CPS-EXDIS-003472.) Fielding described the sample as "a proprietary concentrate provided by a customer" and asked Archer to "identify each component and provide quantitative results to the extent possible." (Id.) In a follow-up email dated September 14, 2022, Fielding confirmed receipt of Archer's preliminary findings and asked for "additional precision on the polymer binder component and the fluorochemical additive." (Exhibit C, CPS-EXDIS-003489.)
Archer's compositional analysis report, produced in discovery as Exhibit D, identified all five of the proprietary additive constituents that CPS had deliberately withheld from Harlow under the TMA's partial-disclosure structure. The report provided not only the identity of each constituent but also approximate weight percentages, giving Harlow the critical missing pieces needed to reconstruct the complete CPS-BC-1147 formulation. (Exhibit D.)
This conduct constituted a direct and flagrant violation of TMA Section 8.2, which expressly prohibited reverse engineering or chemical analysis of any CPS materials, including CPS Concentrate A. The prohibition was unambiguous. It was specifically negotiated. And it was violated deliberately, while the TMA was still in full force and effect.
Retention of CPS Confidential Records. discovery has further revealed that Fielding retained batch production records, analytical test results, and process parameter logs generated during the tolling relationship — documents that belonged to CPS and that, under TMA Section 7, were to be used solely for purposes of performing under the TMA and returned or destroyed upon termination. See Documents Showing Fielding's Retention of CPS Records (Exhibit E).
These retained records were not mere administrative files. They contained detailed data on the processing temperatures, shear rates, mixing speeds, and order-of-addition protocols used in the production of CPS-BC-1147 — precisely the kind of proprietary process information that, combined with the formulation itself, would enable a skilled formulator to replicate the product. (Exhibit E; Exhibit H, ¶¶ 46–52.) Dr. Yuen has testified that the processing parameters for CPS-BC-1147 are nearly as critical as the formulation itself, because the coating's barrier performance is highly sensitive to the conditions under which it is blended and applied. (Exhibit H, ¶ 22.)
The combination of the Archer Material Sciences analysis of CPS Concentrate A — which identified the five previously undisclosed constituents and their approximate weight percentages — with Fielding's retained batch records and process parameter logs — which documented the nine disclosed constituents, their proportional ranges, and all critical processing parameters — gave Harlow the complete CPS-BC-1147 formulation and the complete manufacturing protocol. In other words, Harlow had everything needed to produce an exact copy of CPS-BC-1147, and that is precisely what ShieldCoat Pro 900 is.
The timeline is revealing. Fielding commissioned the Archer analysis in September 2022. The TMA terminated on January 31, 2023. Harlow began marketing ShieldCoat Pro 900 in approximately April 2023 — a mere three months after termination. This rapid time-to-market was possible only because Harlow was not developing a new product from scratch; it was manufacturing a product whose formulation and process had already been stolen.
D. Solicitation of CPS's Customers
In addition to misappropriating CPS-BC-1147, Harlow aggressively solicited CPS's customers in violation of TMA Section 9.3's non-solicitation covenant. The solicitation campaign was led by Amanda Trent, Harlow's Sales Director, and targeted customers with whom CPS had longstanding supply relationships.
On or about June 12, 2023, CPS's Sales Director, Brian Novotny, received a telephone call from the procurement manager at Mapleridge Paper Corp., a longstanding CPS customer headquartered in Kalamazoo, Michigan. Mapleridge informed Novotny that Amanda Trent of Harlow had contacted Mapleridge's packaging division and offered ShieldCoat Pro 900 as a direct replacement for CPS-BC-1147, at a price representing a 15% discount to CPS's pricing. See Declaration of Brian Novotny (Exhibit I, ¶¶ 5–9.)
Novotny immediately reported this contact to CPS management, and CPS launched an investigation. Between June and November 2023, CPS confirmed through direct customer communications and, subsequently, through documents obtained in expedited discovery, that at least four additional CPS customers had been solicited by Trent in a substantially identical manner. These customers were:
• Pinnacle Flexible Films LLC (Akron, Ohio) — solicited in or around July 2023;
• Orion Paperboard Inc. (Louisville, Kentucky) — solicited in or around August 2023;
• Great River Packaging Co. (Memphis, Tennessee) — solicited in or around September 2023; and
• TerraFold Industries LLC (Grand Rapids, Michigan) — solicited in or around October 2023.
(Exhibit I, ¶¶ 10–22; Exhibit F.)
In total, at least five CPS customers were solicited by Trent, each of whom was offered ShieldCoat Pro 900 at a price approximately 15% below CPS's pricing for CPS-BC-1147. (Exhibit F; Exhibit G.) Documents produced in expedited discovery include correspondence from Trent to purchasing contacts at each of these customers, as well as pricing proposals that explicitly reference CPS-BC-1147 as the product that ShieldCoat Pro 900 was designed to replace. (Exhibit F, CPS-EXDIS-007218 (Trent email to Mapleridge: "ShieldCoat Pro 900 is a direct, performance-equivalent alternative to the CPS product you're currently using, at a significantly lower price point.").) This solicitation campaign violated TMA Section 9.3, which prohibited Harlow from soliciting CPS's customers for the purpose of selling barrier coating products, and the explicit references to CPS-BC-1147 leave no room for doubt that Trent's outreach was targeted and deliberate.
E. The Thornburg Analytics Forensic Analysis
Upon learning of Harlow's customer solicitation and the existence of ShieldCoat Pro 900, CPS retained Thornburg Analytics LLC, a forensic analytical chemistry firm located at 7225 Research Park Drive, Cincinnati, Ohio 45237, to evaluate whether ShieldCoat Pro 900 was derived from the CPS-BC-1147 formulation. CPS engaged Thornburg on November 8, 2023.
Thornburg's principal and lead analyst is Dr. Elena Vasquez, who holds a Ph.D. in Analytical Chemistry from the University of Michigan and has more than fifteen years of experience in the forensic analysis of chemical formulations, including coatings, adhesives, and polymer systems. Dr. Vasquez has been qualified as an expert witness in federal and state courts on multiple occasions.
Dr. Vasquez obtained samples of ShieldCoat Pro 900 from three separate CPS customers that had received product samples or shipments from Harlow. These samples were obtained through CPS's sales team, with the cooperation of the customers involved, and were subjected to a comprehensive analytical protocol including gas chromatography–mass spectrometry (GC-MS), Fourier-transform infrared spectroscopy (FT-IR), inductively coupled plasma optical emission spectrometry (ICP-OES), and thermogravimetric analysis (TGA). (Exhibit B, ¶¶ 8–15.)
Dr. Vasquez's preliminary report, dated December 22, 2023, reached the following conclusions:
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 practical matter.
(Exhibit B, ¶¶ 22–29.)
Dr. Vasquez further explained that the ±0.3% tolerance observed is far below the normal variation that would arise if two parties independently attempted to develop a complex fourteen-constituent barrier coating. Independent development would, at a minimum, be expected to produce differences in the selection of constituent chemicals, the identity and grade of specific raw materials, the proportional ratios of those materials, and the processing parameters employed. The absence of any meaningful difference across all fourteen constituents — in a formulation that took CPS twenty-four months and $3.8 million to develop — is, in Dr. Vasquez's opinion, conclusive evidence of misappropriation. (Exhibit B, ¶¶ 30–35.)
F. Pre-Litigation Demand and Harlow's Denial
On January 18, 2024, Calderwood & Harkness LLP, acting as counsel for CPS, sent a detailed cease-and-desist letter to Harlow Chemical Supply Inc. (Exhibit J). The letter documented CPS's concerns regarding ShieldCoat Pro 900, described the forensic findings of Thornburg Analytics, and demanded that Harlow: (i) immediately cease the manufacture and sale of ShieldCoat Pro 900; (ii) return and destroy all CPS confidential information in Harlow's possession, custody, or control; and (iii) provide a full accounting of all ShieldCoat Pro 900 sales, including volumes, revenues, customer identities, and pricing.
On February 5, 2024, Brian Whitaker of Voss Gentry & Whitaker LLP, 300 North Meridian Street, Suite 2500, Indianapolis, Indiana 46204, responded on behalf of Harlow. (Exhibit K.) Mr. Whitaker's letter categorically denied that Harlow had misappropriated any CPS trade secrets and asserted that ShieldCoat Pro 900 was "independently developed by Harlow's technical team based on Harlow's own experience and expertise in the coatings industry." (Id.) The letter did not address the Thornburg Analytics findings in any detail, did not explain the compositional identity between ShieldCoat Pro 900 and CPS-BC-1147, and did not offer any evidence or documentation of the purported independent development process. The letter also declined to provide any accounting of ShieldCoat Pro 900 sales.
G. This Litigation and the TRO
In light of Harlow's refusal to cease its infringing conduct, CPS filed its Verified Complaint and Motion for Temporary Restraining Order on February 26, 2024. The Verified Complaint asserts five counts:
Count I: Misappropriation of Trade Secrets Under the Defend Trade Secrets Act, 18 U.S.C. §§ 1836–1839.
Count II: Misappropriation of Trade Secrets Under the Ohio Uniform Trade Secrets Act, Ohio Rev. Code §§ 1333.61–1333.69.
Count III: Breach of Contract (TMA Sections 7, 8.2, 9.1, and 9.3).
Count IV: Tortious Interference with Business Relationships.
Count V: Unjust Enrichment.
The Complaint names three defendants: Harlow Chemical Supply Inc., Gerald W. Norris (individually, as the alter ego and directing party of Harlow), and Kenneth Fielding (individually, as the Harlow officer who personally orchestrated the reverse engineering and misappropriation of CPS-BC-1147).
On March 4, 2024, following a hearing on the TRO motion, this Court granted CPS's Motion for Temporary Restraining Order. (Exhibit L.) The TRO, which remains in effect, restrains Harlow, Norris, Fielding, and all persons acting in concert or participation with them, from manufacturing, marketing, distributing, selling, or offering for sale ShieldCoat Pro 900 or any product derived from CPS-BC-1147 or CPS Concentrate A, and orders the preservation of all documents and electronically stored information relating to the matters at issue in this litigation. (Id.) The Court set a bond amount and scheduled a hearing on the preliminary injunction motion for April 11, 2024.
H. Evidence Obtained in Expedited discovery
Since the TRO's entry, the parties have conducted expedited discovery pursuant to this Court's March 4, 2024 Order. Harlow has produced approximately 42,000 documents, and CPS has produced approximately 18,000 documents. The parties have also taken and defended initial depositions.
The discovery to date has yielded critical new evidence that significantly strengthens CPS's case. Among the most significant items:
Communications with Archer Material Sciences. Harlow produced communications between Kenneth Fielding and Archer Material Sciences Inc. that confirm the September 2022 analytical engagement described above. These communications — principally a series of emails between Fielding and Archer project manager Ryan Driscoll — document Fielding's request for a full compositional analysis of CPS Concentrate A, Archer's provision of preliminary and final analytical results, and Fielding's follow-up questions seeking additional precision on certain constituent identifications. (Exhibit C.) The communications also include Archer's final compositional analysis report, which identified all five of the proprietary additive constituents in CPS Concentrate A and provided approximate weight percentages for each. (Exhibit D.) These documents were not available to CPS at the time of the TRO motion and provide direct, documentary evidence of the reverse engineering that CPS alleged.
Fielding's Retained CPS Records. Harlow produced documents from Kenneth Fielding's personal files that include CPS batch production records, analytical certificates of analysis, and process parameter logs generated during the tolling relationship. (Exhibit E.) These records cover multiple production campaigns spanning the life of the TMA and contain detailed data on the nine disclosed constituents, their proportional ranges, and the processing temperatures, shear rates, mixing times, and order-of-addition protocols used in the production of CPS-BC-1147. Under TMA Section 7, these records were to be used solely for TMA purposes and were to be returned or destroyed upon termination. Instead, Fielding retained them — and they now reside in his files alongside the Archer compositional analysis.
Sales Records and Customer Solicitation Correspondence. Harlow's production includes sales records and correspondence documenting Amanda Trent's outreach to CPS customers. (Exhibit F; Exhibit G.) These records show that Trent contacted Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC, offering ShieldCoat Pro 900 as a replacement for CPS-BC-1147 at pricing approximately 15% below CPS's pricing. The correspondence is detailed and targeted, with specific references to each customer's existing use of CPS-BC-1147 and explicit assertions that ShieldCoat Pro 900 offers equivalent performance at a lower cost.
Internal Harlow Emails. Harlow's production also includes internal emails among Harlow personnel — including Fielding, Trent, and Norris — discussing the timing and strategy for the launch of ShieldCoat Pro 900 in relation to CPS's termination of the TMA. These emails reveal that Harlow's senior management was aware that ShieldCoat Pro 900 was derived from information obtained through the CPS tolling relationship and that the product's launch was deliberately timed to follow closely after the TMA's termination. These communications further undermine Defendants' claim of independent development and demonstrate the deliberate nature of the misappropriation.
The evidence obtained in expedited discovery confirms and amplifies the showing CPS made at the TRO stage. It removes any doubt that Harlow's development of ShieldCoat Pro 900 was the product of systematic misappropriation — not independent innovation.
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 served by the issuance of an injunction. Winter v. Natural Res. Def. Council, Inc., 555 U.S. 7, 20 (2008); Certified Restoration Dry Cleaning Network, LLC v. Tenke Corp., 511 F.3d 535, 542 (6th Cir. 2007).
In the Sixth Circuit, these four factors are not rigid prerequisites that must each be established independently; rather, they are to be balanced, "with no single factor being dispositive." Certified Restoration, 511 F.3d at 542. A particularly strong showing on one factor may compensate for a weaker showing on another. See McFarland v. City of Catlettsburg, 774 F. App'x 195, 199 (6th Cir. 2019). Nonetheless, the Sixth Circuit has recognized that "the proof required for the plaintiff to obtain a preliminary injunction is much more stringent than the proof required to survive a summary judgment motion." Audi AG v. D'Amato, 469 F.3d 534, 550 (6th Cir. 2006) (internal quotation omitted). The movant bears the burden of establishing its entitlement to this "extraordinary and drastic remedy." Certified Restoration, 511 F.3d at 542.
In trade secret cases, both the Defend Trade Secrets Act and the Ohio Uniform Trade Secrets Act provide express statutory authorization for injunctive relief. The DTSA authorizes a court to "grant an injunction . . . to prevent any actual or threatened misappropriation" of a trade secret, provided the injunction does not "prevent a person from entering into an employment relationship" and the injunction is based on "evidence of threatened misappropriation and not merely on the information the person knows." 18 U.S.C. § 1836(b)(3)(A). The Ohio UTSA similarly provides that "[a]ctual or threatened misappropriation may be enjoined." Ohio Rev. Code § 1333.62.
Courts in this Circuit and elsewhere have recognized that trade secret misappropriation cases are among the most appropriate contexts for preliminary injunctive relief. The reason is straightforward: once a trade secret is lost, the harm is often permanent and cannot be remedied through monetary damages alone. See Greaves Group v. Stoneham, 747 F. App'x 360, 370 (6th Cir. 2018) ("A trade secret once lost is, of course, lost forever." (quoting Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1012 (1984))).
The standard for converting a TRO into a preliminary injunction is essentially the same four-factor analysis. The principal difference is procedural: whereas a TRO may be entered on an expedited basis with limited adversarial briefing, a preliminary injunction is entered only after a full hearing at which both parties have the opportunity to present evidence and argument. See Fed. R. Civ. P. 65(a), (b). The movant's burden at the preliminary injunction stage is, if anything, heightened by the additional evidence and briefing available to the Court. Here, however, the additional evidence obtained during expedited discovery overwhelmingly supports CPS's request for injunctive relief.
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 efforts that are reasonable under the circumstances to maintain its secrecy. 18 U.S.C. § 1839(3); Ohio Rev. Code § 1333.61(D). CPS easily satisfies both requirements.
##### a. The Formulation Derives Independent Economic Value from Its Secrecy
CPS-BC-1147 is a complex, multi-component chemical formulation comprising fourteen distinct chemical constituents in proprietary ratios, combined according to a specific order-of-addition protocol and processed at defined temperatures and shear rates. None of this information — the identities and ratios of the fourteen constituents, the order-of-addition protocol, or the processing parameters — is publicly available in any form. The formulation has never been disclosed on any patent, product data sheet, technical bulletin, regulatory filing, trade publication, or public document of any kind. See Exhibit H, ¶ 27; see also Compulife Software, Inc. v. Newman, 959 F.3d 1288, 1312 (11th Cir. 2020) (recognizing that a combination of elements, even where some individual elements are publicly known, can constitute a protectable trade secret).
The economic value of the CPS-BC-1147 formulation is manifest. In fiscal year 2023 alone, CPS-BC-1147 generated approximately $47.23 million in revenue, representing 22% of CPS's total revenue of $214.7 million. CPS-BC-1147 has been a significant revenue contributor since its commercial launch and has been a key driver of CPS's enterprise value and financial performance. The product's value derives directly from its secrecy: the formulation provides CPS with a competitive advantage in the food-grade packaging coatings market that would be substantially diminished — and potentially destroyed — if the formulation were generally known to CPS's competitors.
CPS's $3.8 million investment over twenty-four months to develop CPS-BC-1147 further demonstrates the formulation's independent economic value. The significant time and cost required to arrive at this particular fourteen-constituent formulation through iterative trial and error reflects the difficulty and expense of achieving this result independently. See Oakwood Labs. LLC v. Thanoo, 999 F.3d 892, 906 (3d Cir. 2021) (substantial R&D investment supports finding of independent economic value); Restatement (Third) of Unfair Competition § 39 cmt. e (1995) ("The greater the investment in time, expense, and effort in the development of the information, the greater the likelihood that it represents a valuable secret.").
The formulation's value is further evidenced by the competitive significance of the barrier coating market segment in which CPS-BC-1147 competes. Water-based, sustainable barrier coatings for food-grade paperboard are among the most commercially valuable and rapidly growing product categories in the specialty coatings industry, driven by regulatory trends favoring recyclable and compostable packaging. CPS-BC-1147's performance characteristics — its moisture-vapor, grease, and oxygen barrier properties combined with recyclability — give CPS a significant competitive advantage that would be destroyed if its competitors, including Harlow, could freely manufacture and sell the same formulation. See Organizational Strategies, Inc. v. Feldman, 2018 WL 1578005, at 6 (S.D. Ohio Mar. 27, 2018) (competitive advantage attributable to secrecy supports trade secret status); Valco Cincinnati, Inc. v. N&D Machining Serv., Inc.*, 24 Ohio St. 3d 41, 46 (1986) (noting that trade secret value derives from the competitive advantage the secret provides).
There can be no serious dispute that CPS-BC-1147 derives independent economic value from its secrecy. The formulation is a high-value, commercially significant proprietary asset, and its value would be destroyed if the formulation became generally known.
##### b. CPS Took Reasonable Measures to Maintain Secrecy
CPS has taken comprehensive and multi-layered measures to protect the secrecy of the CPS-BC-1147 formulation. These measures satisfy — and exceed — the "reasonable under the circumstances" standard required by both statutes.
Structural protections in the toll manufacturing relationship. CPS's single most significant protective measure was the Partial Formulation Disclosure and CPS Concentrate A structure built into the TMA. Under this arrangement, Harlow received knowledge of only nine of the fourteen constituent chemicals, and only in general proportional ranges — not the precise ratios. The remaining five proprietary additive constituents were never disclosed to Harlow in any form. Instead, they were supplied as a pre-blended concentrate, CPS Concentrate A, shipped in sealed drums. This structure ensured that Harlow could not, through its normal tolling activities, obtain knowledge of the complete formulation. See Exhibit A, §§ 3.2, 3.4; Exhibit H, ¶¶ 30–37. Courts have recognized that such segmented-disclosure arrangements are a powerful indicator of reasonable efforts to maintain secrecy. See Genzyme Corp. v. Bishop, 463 F. Supp. 2d 946, 951 (W.D. Wis. 2006) (finding reasonable efforts where plaintiff limited disclosures to only portions of its proprietary process).
Robust contractual protections. The TMA contained four overlapping contractual provisions designed to protect CPS's trade secrets: the confidentiality and non-disclosure obligations of Section 7, the reverse-engineering prohibition of Section 8.2, the non-compete of Section 9.1, and the non-solicitation covenant of Section 9.3. These provisions were specifically negotiated and reflected CPS's understanding that a toll manufacturing relationship necessarily involved some disclosure of proprietary information. See Exhibit A, §§ 7, 8.2, 9.1, 9.3. The existence of such contractual protections has long been recognized as evidence of reasonable efforts to maintain secrecy. See Polymet Corp. v. Newman, 2016 WL 7638157, at 4 (S.D. Ohio Dec. 9, 2016) (confidentiality agreement is "strong evidence" of reasonable efforts); Calderon Systems-Nexis v. Beer*, 41 F. Supp. 2d 950, 958 (D. Minn. 1999) (same).
Internal access restrictions. Within CPS's own facilities, access to the complete CPS-BC-1147 formulation was restricted to approximately twelve individuals in the R&D and production departments. These individuals were subject to internal confidentiality agreements. The formulation was maintained on a secured, access-restricted digital server with audit logging, and physical copies were stored in a locked vault. (Exhibit H, ¶¶ 38–45.) Dr. Yuen's declaration provides extensive detail regarding these internal security protocols, including the access-control procedures, the audit trail for formulation data, and the physical security measures employed. (Id.)
Taken together, these measures constitute a comprehensive and reasonable trade secret protection program. CPS did not merely mark documents as "confidential" and hope for the best; it designed a structural architecture — encompassing segmented disclosure, contractual prohibitions, and internal access controls — specifically to prevent the very misappropriation that Harlow perpetrated. The fact that Harlow defeated these protections through affirmative and deliberate misconduct — reverse engineering in violation of an express contractual prohibition — does not mean that CPS's efforts were unreasonable. To the contrary, CPS's measures were designed to prevent precisely the scenario that occurred, and the breach of those measures only underscores the deliberateness of Harlow's conduct.
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" includes the acquisition of a trade secret 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" includes, among other things, "breach or inducement of a breach of a duty to maintain secrecy." 18 U.S.C. § 1839(6)(A). The Ohio UTSA similarly defines "improper means" as including "breach or inducement of a breach of a duty to maintain secrecy." Ohio Rev. Code § 1333.61(A).
Critically, while reverse engineering is generally permissible under trade secret law when conducted through "proper means," reverse engineering conducted in violation of a contractual obligation constitutes "improper means" and supports a claim of misappropriation. See Valco Cincinnati, 24 Ohio St. 3d at 47 ("Reverse engineering is not a 'proper means' when the party has acquired the trade secret through a confidential relationship or in violation of a contractual restriction."); Mangren Research & Dev. Corp. v. National Chemical Co., 87 F.3d 937, 944 (7th Cir. 1996) (reverse engineering is not a defense where it was conducted "in breach of a license agreement"); Bliss Clearing Niagara, Inc. v. Midwest Brake Bond Co., 270 F. Supp. 2d 943, 957 (W.D. Mich. 2003) (same); Compulife Software, 959 F.3d at 1311 (reverse engineering that violates a contractual obligation is not "proper means"); Restatement (Third) of Unfair Competition § 43 cmt. c (1995) (noting that reverse engineering "in breach of a contractual restriction" is improper).
The evidence here is overwhelming. Kenneth Fielding directed the shipment of CPS Concentrate A to Archer Material Sciences Inc. in September 2022 for the express purpose of determining its chemical composition. (Exhibits C, D.) The communications between Fielding and Archer leave no room for ambiguity: Fielding requested "a full compositional breakdown," including "identification of all component chemicals and their weight percentages." (Exhibit C, CPS-EXDIS-003472.) This was reverse engineering in its most literal and unmistakable form. And it was conducted in direct violation of TMA Section 8.2, which 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. (Exhibit A, § 8.2.)
The reverse engineering was not accidental, not incidental, and not ambiguous. It was an affirmative act, undertaken at Fielding's direction, during the term of the TMA, in violation of an express and specifically negotiated contractual prohibition. This conduct constitutes "improper means" under both 18 U.S.C. § 1839(6) and Ohio Rev. Code § 1333.61(A), and it supports a finding of misappropriation as a matter of law.
Fielding's retention of CPS's batch production records, analytical test results, and process parameter logs compounds the impropriety. These documents were generated during the tolling relationship and contained CPS's confidential and proprietary processing information. Under TMA Section 7, Harlow was obligated to maintain the confidentiality of these records, to use them only for purposes of performing under the TMA, and to return or destroy them upon termination. (Exhibit A, § 7.) Instead, Fielding retained them in his personal files and used them — in combination with the Archer compositional analysis — to replicate the complete CPS-BC-1147 formulation and process. (Exhibit E.) This retention and use constituted a further breach of Harlow's duty of confidence and a further act of misappropriation. See Thermodyne Food Serv. Prods., Inc. v. McDonald's Corp., 940 F. Supp. 1300, 1307–08 (N.D. Ind. 1996) (retention and use of confidential information beyond scope of contractual authorization constitutes misappropriation); Bonds v. Lam Research Corp., 2018 WL 1567647, at *5 (N.D. Cal. Mar. 30, 2018) (unauthorized retention of confidential documents supports misappropriation claim).
##### b. Misappropriation by Breach of Confidence
The DTSA and the Ohio UTSA also define misappropriation to include the disclosure or use of a trade secret by a person who, at the time of disclosure or use, knew or had reason to know that the trade secret was derived from or through a person who had a duty to maintain its secrecy or limit its use. 18 U.S.C. § 1839(5)(B); Ohio Rev. Code § 1333.61(B).
This prong of the misappropriation analysis is satisfied on the undisputed facts. Harlow acquired knowledge of nine of the fourteen constituents of CPS-BC-1147 — and received physical possession of CPS Concentrate A, the pre-blended concentrate containing the remaining five constituents — under the TMA. It is beyond dispute that Harlow received this information and material subject to a duty of confidence, as established by TMA Section 7's strict confidentiality obligations. Harlow used this information and material — the Partial Formulation Disclosure for the nine known constituents, the Archer analysis for the five unknown constituents, and the retained batch records for the processing parameters — to develop and launch ShieldCoat Pro 900, a product forensically demonstrated to be compositionally identical to CPS-BC-1147. (Exhibit B.)
This constitutes misappropriation through breach of a duty to maintain secrecy under both the DTSA and the Ohio UTSA. See PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1272 (7th Cir. 1995) (use of trade secret information obtained under a duty of confidence constitutes misappropriation); Thackeray Corporation, 747 F. App'x at 368 (same).
The misappropriation here was not limited to Harlow as an entity. Gerald W. Norris, as CEO and sole shareholder of Harlow, directed or permitted the misappropriation campaign. Kenneth Fielding personally orchestrated the reverse engineering by engaging Archer Material Sciences and retaining CPS's confidential records. Both are individually liable for their roles in the misappropriation.
##### c. The Forensic Evidence Is Overwhelming
The forensic evidence establishes beyond any reasonable dispute that ShieldCoat Pro 900 is a copy of CPS-BC-1147, not an independently developed product.
Dr. Elena Vasquez of Thornburg Analytics LLC subjected samples of ShieldCoat Pro 900 from three separate sources to comprehensive multi-instrumental analysis. Her findings are unequivocal: ShieldCoat Pro 900 matches CPS-BC-1147 in all fourteen constituent chemicals, with weight percentages falling within ±0.3% for every constituent. (Exhibit B, ¶¶ 22–28.) Dr. Vasquez opined that this level of compositional agreement is "not achievable through independent development" and is "consistent only with access to the complete formulation." (Exhibit B, ¶ 29.)
The significance of the ±0.3% compositional match cannot be overstated. CPS-BC-1147 is a complex fourteen-constituent formulation with proprietary ratios. The probability of two parties independently arriving at the same fourteen-constituent system — selecting the same fourteen chemicals from the universe of available raw materials, in the same proportional ratios within ±0.3% — is, as Dr. Vasquez explains, effectively zero. (Id. ¶¶ 30–35.) This is not a case involving a simple two- or three-component formulation where coincidental similarity might be plausible. A fourteen-constituent formulation with this degree of compositional identity is, in scientific terms, the functional equivalent of a fingerprint match. See Henkel Corp. v. Cox, 564 F. Supp. 2d 716, 723–24 (E.D. Mich. 2008) (forensic evidence showing compositional identity between plaintiff's and defendant's products supported finding of misappropriation).
Moreover, the forensic evidence is corroborated by the documentary evidence of misappropriation. The Archer Material Sciences engagement explains how Harlow obtained the composition of CPS Concentrate A; Fielding's retained records explain how Harlow obtained the rest of the formulation and the processing parameters; and the compositional identity of ShieldCoat Pro 900 confirms the inevitable result: a product that is, for all practical purposes, the same product as CPS-BC-1147.
##### d. Defendants' "Independent Development" Defense Is Contradicted by the Evidence
In their February 5, 2024 letter, Defendants asserted through counsel that ShieldCoat Pro 900 was "independently developed by Harlow's technical team based on Harlow's own experience and expertise in the coatings industry." (Exhibit K.) This defense fails as a matter of fact and law.
The independent development claim is contradicted by the documentary evidence. The recently discovered evidence of Harlow's engagement of Archer Material Sciences to analyze CPS Concentrate A is, by itself, fatal to any claim of independent development. Independent development means arriving at a formulation through one's own research, experimentation, and creative effort — without reliance on the trade secret owner's proprietary information. What Harlow did was the opposite: it obtained the composition of CPS Concentrate A through reverse engineering conducted in violation of a contractual prohibition, combined that information with CPS's own batch records and process parameters that Fielding had retained in violation of the TMA, and used the assembled information to produce an identical product. This is not independent development — it is misappropriation, followed by an attempt to relabel the stolen product as one's own.
The independent development claim is contradicted by the forensic evidence. As Dr. Vasquez explained, the ±0.3% compositional match between ShieldCoat Pro 900 and CPS-BC-1147 across all fourteen constituents is "not achievable through independent development." (Exhibit B, ¶ 29.) If Harlow had independently developed ShieldCoat Pro 900, one would expect to see meaningful differences in at least some of the constituent identities, grades, or ratios. The absence of any such differences — across a fourteen-constituent formulation — effectively rules out independent development as a scientifically plausible explanation for the composition of ShieldCoat Pro 900. See Oakwood Labs., 999 F.3d at 910 (forensic evidence of near-identity between plaintiff's and defendant's formulations undermined independent development defense); Southern Glazer's Wine & Spirits, LLC v. Perez, 9 F.4th 1345, 1353 (11th Cir. 2021) (substantial similarity between plaintiff's trade secret and defendant's product, combined with evidence of access, supported finding of misappropriation).
The timeline belies independent development. CPS-BC-1147 was the product of twenty-four months and $3.8 million in R&D. Harlow began marketing ShieldCoat Pro 900 in approximately April 2023, roughly three months after the TMA's January 31, 2023 termination. If Harlow had truly developed ShieldCoat Pro 900 independently, one would expect the development process to have taken a comparable period of time and involved a com

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION

TABLE OF CONTENTS

TABLE OF AUTHORITIES

I. PRELIMINARY STATEMENT

II. FACTUAL BACKGROUND

III. LEGAL STANDARD

IV. ARGUMENT

Record

Parties

Dates

Amounts