1006-00004 · Crestline Packaging Solutions LLC · Pleadings

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO EASTERN DIVISION

PLAINTIFF'S EMERGENCY MOTION FOR TEMPORARY RESTRAINING ORDER AND MEMORANDUM OF LAW IN SUPPORT

Relief Sought Ex Parte Pursuant to Fed. R. Civ. P. 65(b)

Filed concurrently with: Verified Complaint; Declaration of Dr. Margaret Yuen; Declaration of Brian Novotny; [Proposed] Temporary Restraining Order

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I. INTRODUCTION

Plaintiff Crestline Packaging Solutions LLC ("CPS") respectfully moves this Court, on an emergency basis, for the entry of a temporary restraining order pursuant to Federal Rule of Civil Procedure 65(b) restraining Defendants Harlow Chemical Supply Inc. ("Harlow"), Gerald W. Norris ("Norris"), and Kenneth Fielding ("Fielding") (collectively, "Defendants") from continuing to manufacture, market, distribute, sell, or offer for sale a barrier coating product known as "ShieldCoat Pro 900" that is derived from CPS's proprietary trade secret formulation designated CPS-BC-1147. As set forth in detail below and in the supporting declarations and exhibits filed herewith, CPS has demonstrated a clear entitlement to immediate injunctive relief under the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. §§ 1836–1839, the Ohio Uniform Trade Secrets Act ("OUTSA"), Ohio Rev. Code §§ 1333.61–1333.69, and the common law of the State of Ohio.

CPS is a specialty chemicals and packaging manufacturer headquartered at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS is a leading producer of high-performance barrier coatings, laminates, and packaging substrates for the food, pharmaceutical, and industrial packaging markets. In fiscal year 2023, CPS produced approximately 38 million pounds of coatings and generated $214.7 million in total revenue. CPS is a portfolio company of Ridgepoint Capital Partners LP, a Cleveland-based private equity firm that acquired CPS in 2019.

At the heart of this dispute is CPS-BC-1147, a water-based, high-performance barrier coating specifically engineered for food-grade paperboard packaging substrates. CPS-BC-1147 provides superior moisture-vapor, grease, and oxygen barrier properties that are critical to the food packaging industry. CPS invested approximately $3.8 million and devoted 24 months of intensive research and development — from January 2015 through December 2016 — to develop this proprietary formulation under the direct leadership of Dr. Margaret Yuen, CPS's Vice President of Research & Development. The formulation comprises 14 distinct chemical constituents combined at proprietary ratios, with a specific order-of-addition protocol and defined processing temperatures and shear rates. CPS-BC-1147 is not the subject of any patent, is not disclosed on any product data sheet, and has never been publicly disclosed. In fiscal year 2023, CPS-BC-1147 accounted for approximately 22% of CPS's total coatings revenue, generating approximately $47.23 million.

In 2017, CPS entered into a Toll Manufacturing Agreement (the "TMA") with Harlow, an Indiana corporation operating a chemical blending facility in Terre Haute, Indiana, under which Harlow would blend and package CPS-BC-1147 to supplement CPS's in-house production capacity. Critically, CPS designed the tolling arrangement to protect its trade secrets: CPS disclosed only 9 of the 14 chemical constituents to Harlow, supplying the remaining 5 proprietary additive components only as a pre-blended concentrate designated "CPS Concentrate A." The TMA further included robust confidentiality, non-disclosure, anti-reverse-engineering, non-compete, and non-solicitation provisions. CPS terminated the TMA effective January 31, 2023.

Despite these contractual safeguards, Harlow exploited its tolling relationship with CPS to reverse-engineer CPS-BC-1147. The evidence, detailed below and in the supporting declarations, establishes that in approximately September 2022 — while the TMA was still in effect — Harlow's Vice President of Technical Operations, Kenneth Fielding, directed that CPS Concentrate A be sent to a third-party analytical laboratory, Archer Material Sciences Inc., for compositional analysis, in direct violation of TMA Section 8.2's express prohibition on reverse engineering. Just three months after the TMA's termination, in approximately April 2023, Harlow began marketing a barrier coating product under the name "ShieldCoat Pro 900" to the food packaging industry — including to CPS's own customers, at a 15% discount.

The forensic evidence is overwhelming. Forensic chemical analysis performed by Thornburg Analytics LLC demonstrates that ShieldCoat Pro 900 matches CPS-BC-1147 in all 14 chemical constituents within ±0.3% by weight. Dr. Elena Vasquez, Ph.D. in Analytical Chemistry and principal of Thornburg Analytics, characterized this degree of compositional match as "not achievable through independent development" and "consistent only with access to the complete formulation."

Without immediate injunctive relief, CPS faces irreparable harm that no amount of monetary damages can adequately remedy. Each day that Harlow continues to manufacture and sell ShieldCoat Pro 900, the CPS-BC-1147 trade secret is further disseminated into the marketplace, its trade secret status is further eroded, CPS loses customers it has cultivated over years, and downward pricing pressure spreads across CPS's entire customer base. Moreover, CPS seeks emergency ex parte relief because there is a genuine and substantial risk that prior notice to Defendants would result in the destruction or concealment of critical evidence — including records of the Archer Material Sciences analysis and retained CPS batch records and process parameter logs — and would prompt Defendants to accelerate the dissemination of the misappropriated formulation to additional third parties.

CPS satisfies each of the four requirements for emergency injunctive relief under Federal Rule of Civil Procedure 65(b) and respectfully urges the Court to enter the proposed Temporary Restraining Order without delay.

II. STATEMENT OF FACTS

A. Crestline Packaging Solutions LLC and the Development of CPS-BC-1147

CPS is an Ohio limited liability company, EIN 31-4827193, with its principal place of business at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS is engaged in the development, manufacture, and sale of specialty barrier coatings, laminates, and packaging substrates serving the food, pharmaceutical, and industrial packaging industries. CPS operates manufacturing facilities in Columbus, Ohio and maintains sales offices in Chicago, Illinois and Charlotte, North Carolina.

CPS is a portfolio company of Ridgepoint Capital Partners LP, a Cleveland-based private equity firm with offices at 1900 Euclid Avenue, Suite 3400, Cleveland, Ohio 44115. Ridgepoint acquired CPS in 2019 for an enterprise value of approximately $285 million, based in significant part on the strength and value of CPS's proprietary technology portfolio, including CPS-BC-1147. Since the acquisition, Ridgepoint has invested an additional $42 million in capital improvements to CPS's Columbus facility to expand production capacity and support continued growth of CPS's barrier coatings business.

CPS's Research & Development team is led by 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 22 years of experience in the coatings and specialty chemicals industry. Under Dr. Yuen's leadership, CPS's R&D team developed CPS-BC-1147 over an approximately 24-month period from January 2015 to December 2016, at a cumulative cost of approximately $3.8 million. This development cost encompassed laboratory equipment, raw material trials, personnel costs for a team of seven dedicated scientists and engineers, extensive pilot-line testing, and rigorous FDA compliance testing required for food-contact applications. See Declaration of Dr. Margaret Yuen ("Yuen Decl."), ¶¶ 4–12.

CPS-BC-1147 is a water-based, high-performance barrier coating specifically designed for application to food-grade paperboard packaging substrates. The formulation provides an integrated moisture-vapor barrier, grease barrier, and oxygen barrier in a single coating system — a combination that few, if any, competitors have achieved with a water-based formulation. CPS-BC-1147 comprises 14 distinct chemical constituents combined at proprietary ratios, with a specific order-of-addition protocol and defined processing temperatures and shear rates that are critical to the coating's performance characteristics. Yuen Decl. ¶ 7. The precise combination of these 14 constituents, their proportions, and the processing parameters represent the culmination of extensive experimentation, including over 340 trial formulations tested during the development period. Yuen Decl. ¶ 8.

The CPS-BC-1147 formulation is not disclosed on any product data sheet, patent, or public filing. Yuen Decl. ¶ 13. CPS made a deliberate strategic decision not to pursue patent protection for CPS-BC-1147, opting instead to protect the formulation as a trade secret to avoid the public disclosure required by the patent system and to preserve the indefinite duration of trade secret protection. Yuen Decl. ¶ 14. CPS has maintained strict internal controls over access to the complete formulation, limiting knowledge of the full 14-constituent recipe and processing parameters to a small group of senior R&D personnel and certain production supervisors at the Columbus facility, all of whom have executed individual confidentiality and invention assignment agreements. Yuen Decl. ¶ 16.

In fiscal year 2023, CPS-BC-1147 generated approximately $47.23 million in revenue, representing approximately 22% of CPS's total coatings revenue of $214.7 million. Yuen Decl. ¶ 15. CPS-BC-1147 is CPS's single most commercially significant product and is the primary driver of CPS's competitive position in the food-grade barrier coatings market. The product is sold to major food packaging converters throughout the Midwest and Southeast regions, including longstanding customers such as Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC. CPS has invested heavily in developing and maintaining these customer relationships over a period of years.

B. The Toll Manufacturing Agreement with Harlow

On March 15, 2017, CPS and Harlow Chemical Supply Inc., an Indiana corporation (EIN 35-2918467) with its principal place of business at 1120 Commerce Boulevard, Terre Haute, Indiana 47802, entered into a Toll Manufacturing Agreement (the "TMA"). Under the TMA, Harlow agreed to blend and package CPS-BC-1147 at Harlow's Terre Haute manufacturing facility to supplement CPS's Columbus production capacity during a period of increasing customer demand. A true and correct copy of the relevant excerpts of the TMA is attached hereto as Exhibit A.

The TMA was specifically structured to protect CPS's proprietary formulation. Under the tolling arrangement, CPS provided Harlow with only a "Partial Formulation Disclosure" that covered 9 of the 14 chemical constituents of CPS-BC-1147 and disclosed only general proportional ranges — not the exact ratios — for those 9 constituents. Yuen Decl. ¶ 17. The remaining 5 proprietary additive components — which are critical to CPS-BC-1147's superior barrier performance characteristics — were supplied to Harlow exclusively as a single pre-blended concentrate designated "CPS Concentrate A." Yuen Decl. ¶ 18. CPS Concentrate A was prepared and blended at CPS's Columbus facility and shipped to Harlow in sealed, labeled containers. Harlow was required to add CPS Concentrate A to the batch at a specified weight percentage without alteration or analysis. Yuen Decl. ¶ 19. This bifurcated disclosure structure was deliberately designed by Dr. Yuen and CPS's legal team to prevent Harlow from ever possessing knowledge of the complete formulation. Yuen Decl. ¶ 20.

In addition to the structural protection provided by the bifurcated disclosure, the TMA contained robust protective provisions designed to safeguard CPS's trade secrets and customer relationships:

• Section 7 (Confidentiality and Non-Disclosure): Harlow agreed to maintain in strict confidence all CPS proprietary information, including but not limited to the Partial Formulation Disclosure, CPS Concentrate A, all batch production records, all analytical test results, and all process parameters. Harlow agreed not to disclose any such information to any third party without the prior written consent of CPS and agreed to limit internal access to CPS proprietary information to those Harlow employees with a demonstrable need to know in connection with the performance of services under the TMA.

• Section 8.2 (Prohibition on Reverse Engineering): Harlow expressly agreed that it would not, directly or indirectly, reverse-engineer, analyze, decompile, or otherwise attempt to determine the composition, formula, or manufacturing process of any CPS materials, including, without limitation, CPS Concentrate A. This provision was the subject of specific negotiation between the parties, and Harlow acknowledged in the TMA that CPS's willingness to enter into the tolling arrangement was conditioned upon Harlow's agreement to this prohibition.

• Section 9.1 (Non-Compete): For a period of three (3) years following the expiration or termination of the TMA, Harlow agreed not to manufacture, sell, market, distribute, or offer for sale any barrier coating that is "substantially similar" to CPS-BC-1147 or any other CPS product produced under the TMA.

• Section 9.3 (Customer Non-Solicitation): For a period of three (3) years following the expiration or termination of the TMA, Harlow agreed not to directly or indirectly solicit, contact, or approach any customer of CPS that Harlow became aware of through the performance of services under the TMA.

Under the TMA, CPS paid Harlow a tolling fee of $0.38 per pound of CPS-BC-1147 produced at the Terre Haute facility. The tolling relationship was commercially significant for Harlow: in calendar year 2022 alone, Harlow processed approximately 9.4 million pounds of CPS-BC-1147 for CPS, earning tolling fees of approximately $3,572,000 (9,400,000 lbs × $0.38/lb). Over the life of the TMA from 2017 through termination, CPS paid Harlow total tolling fees in excess of $18 million. The TMA was a material revenue stream for Harlow, and the generous tolling fees were provided in part as consideration for Harlow's agreement to the protective provisions described above.

CPS terminated the TMA effective January 31, 2023, after successfully bringing additional in-house production capacity online at its Columbus facility. The termination was effected pursuant to the TMA's termination provisions and was not the result of any dispute between the parties at that time. Upon termination, the post-termination restrictive covenants in Sections 9.1 and 9.3 became operative, prohibiting Harlow from competing with CPS using a substantially similar product or soliciting CPS's customers for a period of three years — i.e., through January 31, 2026.

C. Harlow's Misappropriation and Reverse Engineering

CPS's subsequent investigation revealed that Harlow did not wait until the termination of the TMA to begin its scheme to misappropriate CPS-BC-1147. To the contrary, the evidence demonstrates that Harlow began its reverse-engineering efforts while the TMA was still in effect.

In approximately September 2022 — approximately five months before the TMA's termination date of January 31, 2023 — Harlow's Vice President of Technical Operations, Defendant Kenneth Fielding, directed that a sample of CPS Concentrate A be sent to Archer Material Sciences Inc., a third-party analytical laboratory located at 9300 Harding Street, Indianapolis, Indiana 46221, for full compositional analysis. Yuen Decl. ¶ 22. This act constituted a direct and deliberate violation of TMA Section 8.2, which expressly prohibited Harlow from reverse-engineering, analyzing, or otherwise attempting to determine the composition of any CPS materials, including specifically CPS Concentrate A. Fielding, as Harlow's VP of Technical Operations, was personally responsible for overseeing the tolling operations and was intimately familiar with the terms and restrictions of the TMA. His direction to submit CPS Concentrate A for third-party analysis was a knowing and intentional breach of the contractual prohibition on reverse engineering.

CPS's internal investigation further revealed that during the tolling period, Fielding retained batch production records, analytical test results, and process parameter logs relating to the manufacture of CPS-BC-1147 beyond the scope permitted by the TMA. Yuen Decl. ¶ 23. Under TMA Section 7, such records constituted CPS proprietary information, and Harlow's retention of these records beyond the termination of the TMA — and their apparent use in connection with the development and launch of ShieldCoat Pro 900 — constitutes a further misappropriation of CPS's trade secrets and a further breach of the TMA's confidentiality provisions.

In approximately April 2023 — a mere three months after the TMA's January 31, 2023 termination — Harlow began marketing a barrier coating product under the name "ShieldCoat Pro 900" to the food packaging industry. The rapidity of Harlow's product launch following termination of the TMA — from a standing start to a commercial product in approximately three months — is itself strong circumstantial evidence of misappropriation. As Dr. Yuen explains in her declaration, the development of a barrier coating with the performance characteristics of CPS-BC-1147 required 24 months of intensive R&D and over 340 trial formulations. Yuen Decl. ¶¶ 8, 24. It is not credible that Harlow could have independently developed a compositionally identical product in a fraction of that time without access to the complete CPS-BC-1147 formulation.

D. Solicitation of CPS's Customers

Following the launch of ShieldCoat Pro 900, Harlow aggressively targeted CPS's own customer base. On or about June 12, 2023, CPS's Sales Director, Brian Novotny, learned from a contact at Mapleridge Paper Corp. — a longstanding CPS customer and a Wisconsin corporation — that Harlow's Sales Director, Amanda Trent, had approached Mapleridge offering ShieldCoat Pro 900 as a direct substitute for CPS-BC-1147 at a price representing a 15% discount to CPS's pricing. See Declaration of Brian Novotny ("Novotny Decl."), ¶¶ 3–7. The Mapleridge contact provided Novotny with copies of email correspondence from Trent that specifically referenced the performance characteristics of CPS-BC-1147 and positioned ShieldCoat Pro 900 as an equivalent product available at a lower cost. Novotny Decl. ¶ 6.

Between June and November 2023, CPS confirmed through its sales organization that at least four additional CPS customers were contacted by Harlow representatives — principally Amanda Trent — with similar solicitations for ShieldCoat Pro 900:

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

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

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

4. TerraFold Industries LLC, a Tennessee limited liability company and CPS customer since 2020, which was contacted by Trent in approximately November 2023. Novotny Decl. ¶¶ 13–14.

In each instance, the Harlow representative offered ShieldCoat Pro 900 at a price that represented a discount of approximately 15% relative to CPS's then-current pricing for CPS-BC-1147. Novotny Decl. ¶ 15. Novotny attests that at least two of these customers — Mapleridge Paper Corp. and Orion Paperboard Inc. — have since requested price reductions from CPS in light of Harlow's lower-priced offering, and that CPS has reason to believe that Pinnacle Flexible Films is evaluating a switch to ShieldCoat Pro 900. Novotny Decl. ¶¶ 16–18.

Harlow's solicitation of these CPS customers directly violates TMA Section 9.3, which prohibited Harlow from soliciting CPS customers for a period of three years following termination of the TMA. It also violates TMA Section 9.1, which prohibited Harlow from manufacturing or selling any "substantially similar" barrier coating for three years post-termination. Harlow became aware of these customers — including their identities, their purchasing volumes, and their pricing — through the performance of services under the TMA, making its targeted solicitation of these specific customers a particularly egregious breach of the non-solicitation covenant.

E. Forensic Chemical Analysis by Thornburg Analytics LLC

In light of the mounting evidence of Harlow's misappropriation, on November 8, 2023, CPS retained Thornburg Analytics LLC, an independent forensic analytical chemistry laboratory located at 7225 Research Park Drive, Cincinnati, Ohio 45237, to perform a comprehensive forensic chemical analysis comparing CPS-BC-1147 with Harlow's ShieldCoat Pro 900.

Thornburg Analytics' principal, Dr. Elena Vasquez, holds a Ph.D. in Analytical Chemistry from Purdue University and has over 18 years of experience in forensic chemical analysis, including extensive work in trade secret litigation involving chemical formulations. Dr. Vasquez has been qualified as an expert witness in federal and state courts across multiple jurisdictions.

Dr. Vasquez obtained samples of ShieldCoat Pro 900 from three separate CPS customers — Mapleridge Paper Corp., Orion Paperboard Inc., and Pinnacle Flexible Films LLC — to ensure the integrity and representativeness of the analytical results. Samples of CPS-BC-1147 were provided directly by CPS from its Columbus production facility. Dr. Vasquez employed a battery of analytical techniques, including gas chromatography-mass spectrometry ("GC-MS"), Fourier-transform infrared spectroscopy ("FTIR"), inductively coupled plasma optical emission spectroscopy ("ICP-OES"), and thermogravimetric analysis ("TGA"), to identify and quantify each constituent of both products.

In her preliminary forensic report dated December 22, 2023, a true and correct copy of which is attached hereto as Exhibit B, Dr. Vasquez reached the following conclusions:

(a) ShieldCoat Pro 900's composition matched CPS-BC-1147 in all 14 chemical constituents. Both products contained the identical 14 chemicals — no more and no fewer.

(b) The weight percentages of each of the 14 constituents in ShieldCoat Pro 900 were within ±0.3% of the corresponding weight percentages in CPS-BC-1147 across all three samples tested.

(c) In Dr. Vasquez's expert opinion, this degree of compositional match — identity of all 14 constituents within ±0.3% by weight — is "not achievable through independent development" and is "consistent only with access to the complete formulation."

Dr. Vasquez explained in her report that the probability of an independently developed barrier coating randomly matching CPS-BC-1147 in all 14 constituents at these precise ratios is, as a statistical matter, vanishingly small. The selection of 14 specific chemical constituents from the hundreds of potential raw materials available in the coatings industry, combined with the narrow tolerances in their proportional ratios, strongly indicates that ShieldCoat Pro 900 was formulated using CPS-BC-1147 as a template rather than through any independent research and development process. Yuen Decl. ¶ 25 (discussing and corroborating Dr. Vasquez's findings based on her own expertise in barrier coating formulation).

F. Pre-Litigation Demand and Harlow's Refusal

On January 18, 2024, counsel for CPS, Calderwood & Harkness LLP, sent a detailed cease-and-desist letter to Harlow's Chief Executive Officer, Gerald W. Norris, at Harlow's Terre Haute address. A true and correct copy of this letter is attached hereto as Exhibit C. The letter set forth CPS's allegations in detail and demanded: (i) the immediate cessation of all manufacture, marketing, distribution, and sale of ShieldCoat Pro 900; (ii) the return and verified destruction of all CPS confidential information in Harlow's possession, custody, or control, including all records obtained from or related to Archer Material Sciences' analysis of CPS Concentrate A; and (iii) a full accounting of all ShieldCoat Pro 900 sales, including the identity of all customers, the volume of product sold, and the revenue generated.

In a letter dated February 5, 2024, Harlow's counsel, Brian Whitaker of Voss Gentry & Whitaker LLP, 300 North Meridian Street, Suite 2500, Indianapolis, Indiana 46204, responded on behalf of Harlow. A true and correct copy of this response letter is attached hereto as Exhibit D. In the letter, Mr. Whitaker denied any misappropriation and asserted, without supporting detail, that "ShieldCoat Pro 900 is the product of Harlow's own independent research and development efforts." The letter did not address the forensic analytical evidence set forth in CPS's cease-and-desist letter, did not deny that CPS Concentrate A had been sent to Archer Material Sciences for analysis, and did not offer any explanation for the near-identical compositional match between ShieldCoat Pro 900 and CPS-BC-1147.

As of the date of this filing, Harlow has refused to cease manufacturing and selling ShieldCoat Pro 900, and upon information and belief, Harlow continues to actively market the product to food packaging converters, including CPS's customers. Harlow's refusal to cease its infringing activities necessitates this emergency motion.

III. LEGAL STANDARD

A temporary restraining order is an extraordinary remedy that may be granted to preserve the status quo pending a hearing on a motion for preliminary injunction. The standard for issuance of a TRO under Federal Rule of Civil Procedure 65(b) is essentially the same as the standard for a preliminary injunction. See Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp., 511 F.3d 535, 542 (6th Cir. 2007). To obtain a TRO, the movant must demonstrate: (1) a substantial likelihood of success on the merits; (2) that the movant will suffer irreparable harm absent injunctive relief; (3) that the balance of equities tips in the movant's favor; and (4) that the injunction serves the public interest. Id.; see also Winter v. Natural Resources Defense Council, Inc., 555 U.S. 7, 20 (2008).

These four factors are "not prerequisites that must be met, but are interrelated considerations that must be balanced together." Michigan State AFL-CIO v. Miller, 103 F.3d 1240, 1249 (6th Cir. 1997). A district court must "weigh carefully the interests on both sides" in assessing whether the movant has carried its burden. Certified Restoration, 511 F.3d at 542. However, no single factor is determinative; rather, the court engages in a balancing analysis considering all four factors. See Leary v. Daeschner, 228 F.3d 729, 736 (6th Cir. 2000).

Ex parte relief is available under Rule 65(b)(1) when "specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition." Fed. R. Civ. P. 65(b)(1)(A). Courts in this Circuit have recognized that ex parte TROs are particularly appropriate in trade secret misappropriation cases, where prior notice to the adverse party creates a risk that the party will destroy evidence or accelerate the dissemination of the misappropriated trade secret to third parties, thereby compounding the irreparable harm. See, e.g., PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1272 (7th Cir. 1995) (recognizing risk of further dissemination as justification for injunctive relief in trade secret cases); Basicomputer Corp. v. Scott, 973 F.2d 507, 512 (6th Cir. 1992) (affirming injunctive relief where former business partner misappropriated trade secrets).

The Defend Trade Secrets Act expressly authorizes injunctive relief to prevent actual or threatened misappropriation of trade secrets, provided that such relief does not "prevent a person from entering into an employment relationship" and that "conditions placed on such employment" are "based on evidence of threatened misappropriation and not merely on the information the person knows." 18 U.S.C. § 1836(b)(3)(A). In extraordinary circumstances, the DTSA further authorizes ex parte seizure orders. 18 U.S.C. § 1836(b)(2). While CPS does not seek a seizure order at this time, the DTSA's authorization of such extraordinary relief underscores Congress's recognition that trade secret misappropriation demands swift judicial intervention.

IV. ARGUMENT

A. CPS Is Likely to Succeed on the Merits

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

1. CPS-BC-1147 Is a Protectable Trade Secret. ##### a. Under the Defend Trade Secrets Act (18 U.S.C. §§ 1836–1839)

The DTSA defines a "trade secret" as "all forms and types of financial, business, scientific, technical, economic, or engineering information" if: (i) "the owner thereof has taken reasonable measures to keep such information secret," and (ii) "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information." 18 U.S.C. § 1839(3). CPS-BC-1147 satisfies both prongs of this definition.

Independent Economic Value. CPS-BC-1147 derives substantial independent economic value from its secrecy. The formulation generated approximately $47.23 million in revenue in fiscal year 2023, representing 22% of CPS's total coatings revenue of $214.7 million. Yuen Decl. ¶ 15. CPS-BC-1147's commercial success is directly attributable to its unique combination of 14 distinct chemical constituents at proprietary ratios, processed according to a specific order-of-addition protocol at defined temperatures and shear rates. Yuen Decl. ¶ 7. This precise combination delivers a water-based barrier coating with moisture-vapor, grease, and oxygen barrier properties that are superior to competing products available in the marketplace. The formulation provides CPS with a significant and durable competitive advantage, as demonstrated by the fact that customers such as Mapleridge Paper Corp. and Orion Paperboard Inc. have purchased CPS-BC-1147 for years based on its superior performance.

CPS invested approximately $3.8 million over 24 months in developing this formulation, testing over 340 trial formulations before arriving at the final 14-constituent recipe. Yuen Decl. ¶¶ 8, 10. This substantial investment of time and resources would be largely wasted if competitors could freely appropriate the formulation. The formulation is not disclosed in any patent, product data sheet, safety data sheet (beyond the general chemical identity information required by OSHA regulations), or any other public filing. Yuen Decl. ¶ 13. The economic value of CPS-BC-1147 is inextricably linked to its secrecy: if the formulation were publicly known, competitors could replicate it and eliminate CPS's competitive advantage, destroying the value of CPS's $3.8 million R&D investment and the goodwill associated with the product.

Reasonable Measures to Maintain Secrecy. CPS has undertaken extensive and deliberate measures to maintain the secrecy of the CPS-BC-1147 formulation. These measures include, but are not limited to, the following:

(i) Bifurcated Disclosure Structure: When CPS entered into the TMA with Harlow, CPS disclosed only 9 of the 14 chemical constituents — and only in general proportional ranges — through a Partial Formulation Disclosure. The remaining 5 proprietary additive components were supplied exclusively as a pre-blended concentrate (CPS Concentrate A) to prevent Harlow from ever possessing knowledge of the complete formulation. Yuen Decl. ¶¶ 17–20.

(ii) Contractual Confidentiality Obligations: The TMA imposed strict confidentiality and non-disclosure obligations on Harlow (TMA Section 7), prohibiting Harlow from disclosing any CPS proprietary information to any third party and requiring Harlow to limit internal access to such information to those employees with a demonstrated need to know.

(iii) Express Anti-Reverse-Engineering Provision: The TMA contained an express prohibition on reverse engineering of any CPS materials, including CPS Concentrate A (TMA Section 8.2). This provision was specifically negotiated and was a condition of CPS's willingness to enter into the tolling arrangement.

(iv) Post-Termination Restrictive Covenants: The TMA included a three-year post-termination non-compete (TMA Section 9.1) and a three-year post-termination customer non-solicitation covenant (TMA Section 9.3), further restricting Harlow's ability to exploit any CPS proprietary information gained through the tolling relationship.

(v) Internal Access Controls: Within CPS's own organization, access to the complete CPS-BC-1147 formulation is restricted to a small group of senior R&D personnel and certain production supervisors, all of whom have executed individual confidentiality and invention assignment agreements. Yuen Decl. ¶ 16.

(vi) Physical and Electronic Security: CPS maintains physical security measures at its Columbus facility, including restricted-access areas for R&D laboratories and formulation records, and employs electronic access controls and encryption for digital records relating to proprietary formulations. Yuen Decl. ¶ 16.

Courts consistently hold that measures of this type — contractual restrictions, bifurcated disclosures, access controls, and anti-reverse-engineering provisions — constitute "reasonable measures" within the meaning of the DTSA. See, e.g., Oakwood Labs. LLC v. Thanoo, 999 F.3d 892, 907 (3d Cir. 2021) (reasonable measures included confidentiality agreements, restricted access, and password-protected files); Vendavo, Inc. v. Price f(x) AG, No. 17-cv-6930, 2018 WL 1456697, at *4 (N.D. Cal. Mar. 23, 2018) (contractual non-disclosure obligations and limited access satisfy the reasonable measures requirement).

##### b. Under the Ohio Uniform Trade Secrets Act (Ohio Rev. Code §§ 1333.61–1333.69)

CPS-BC-1147 is equally protectable as a trade secret under the OUTSA. Ohio Revised Code § 1333.61(D) defines a "trade secret" as "information, including . . . any . . . formula, pattern, compilation, program, device, method, technique, or process" that (1) "[d]erives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use" and (2) "[i]s the subject of efforts that are reasonable under the circumstances to maintain its secrecy."

The analysis under the OUTSA closely parallels the DTSA analysis set forth above, and both prongs are satisfied for the same reasons. Ohio courts have consistently recognized that chemical formulations constitute protectable trade secrets. See, e.g., Heartland Home Finance, Inc. v. Allied Home Mortgage Capital Corp., 258 F. App'x 860, 862 (6th Cir. 2008) (affirming trade secret status of proprietary business information under Ohio law); Levine v. Beckman, 48 Ohio App. 3d 24, 27 (1988) (chemical formulation constitutes protectable trade secret where owner took reasonable steps to maintain secrecy); Valco Cincinnati, Inc. v. N&D Machining Serv., Inc., 24 Ohio St. 3d 41, 46 (1986) (analyzing reasonable secrecy measures under Ohio law). CPS-BC-1147's 14-constituent formulation, its proprietary ratios, and its defined processing parameters squarely qualify as a protectable trade secret under Ohio law.

2. Harlow Misappropriated CPS-BC-1147. The DTSA defines "misappropriation" to include, inter alia, "acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means." 18 U.S.C. § 1839(5)(A). "Improper means" is defined to include, among other things, "breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means." 18 U.S.C. § 1839(6)(A). Importantly, while reverse engineering is not itself an "improper means" under the DTSA when conducted by a person who is free to do so, reverse engineering by a person who is subject to a contractual prohibition against reverse engineering constitutes a breach of a duty to maintain secrecy and is therefore an "improper means" of acquiring a trade secret. See Restatement (Third) of Unfair Competition § 43 cmt. c (1995); see also Kewanee Oil Co. v. Bicron Corp., 416 U.S. 470, 476 (1974) (recognizing that contractual restrictions on reverse engineering are enforceable and that violation of such restrictions supports a misappropriation claim).

The evidence of Harlow's misappropriation is compelling and, indeed, overwhelming:

First, in approximately September 2022, while the TMA was still in effect, Harlow's VP of Technical Operations Kenneth Fielding directed that CPS Concentrate A — the pre-blended concentrate containing the 5 proprietary additive components that CPS had deliberately withheld from Harlow — be sent to Archer Material Sciences Inc. in Indianapolis for compositional analysis. Yuen Decl. ¶ 22. This act was a direct, deliberate, and knowing violation of TMA Section 8.2, which expressly prohibited Harlow from "directly or indirectly, revers[ing]-engineer[ing], analyz[ing], decompl[ing], or otherwise attempt[ing] to determine the composition, formula, or manufacturing process of any CPS materials, including, without limitation, CPS Concentrate A." By submitting CPS Concentrate A to a third-party analytical laboratory for the express purpose of determining its composition, Fielding and Harlow violated both the letter and the spirit of this provision in the most flagrant manner possible.

Second, Fielding retained batch production records, analytical test results, and process parameter logs relating to the manufacture of CPS-BC-1147 beyond the scope permitted by the TMA. Yuen Decl. ¶ 23. These records contained proprietary information about CPS-BC-1147's processing parameters, including order-of-addition sequences, mixing speeds, shear rates, and temperature profiles — information that, in combination with the compositional data obtained from Archer Material Sciences, would have provided Harlow with a complete roadmap to replicate the CPS-BC-1147 formulation.

Third, in approximately April 2023 — a mere three months after the TMA's termination on January 31, 2023 — Harlow launched ShieldCoat Pro 900, a barrier coating product for the food packaging market. The timing of this launch is itself powerful circumstantial evidence of misappropriation. As Dr. Yuen explains, the development of a barrier coating with the performance characteristics of CPS-BC-1147 required 24 months of intensive R&D, a team of seven dedicated scientists and engineers, testing of over 340 trial formulations, and an investment of approximately $3.8 million. Yuen Decl. ¶¶ 8, 24. It is simply not credible that Harlow independently developed a compositionally identical product in a period of approximately three months without access to the complete CPS-BC-1147 formulation.

Fourth, and most critically, the forensic chemical analysis performed by Thornburg Analytics LLC conclusively demonstrates that ShieldCoat Pro 900 is a copy of CPS-BC-1147. Dr. Vasquez's analysis confirmed that ShieldCoat Pro 900 matches CPS-BC-1147 in all 14 chemical constituents within ±0.3% by weight. Dr. Vasquez characterized this degree of compositional match as "not achievable through independent development" and "consistent only with access to the complete formulation." Yuen Decl. ¶ 25; Exhibit B (Thornburg Analytics Preliminary Forensic Report).

Taken together, these four categories of evidence establish that Harlow acquired CPS's trade secret through improper means — specifically, through reverse engineering conducted in violation of the TMA's express prohibition, combined with the unauthorized retention of proprietary production records — and thereafter used the misappropriated trade secret to develop, manufacture, and sell a competing product. This constitutes misappropriation under both the DTSA, 18 U.S.C. § 1839(5), and the OUTSA, Ohio Rev. Code § 1333.61(B).

Harlow's assertion, through counsel, that ShieldCoat Pro 900 was "independently developed" is flatly contradicted by the evidence. The forensic analysis demonstrates a degree of compositional identity that Dr. Vasquez — a Ph.D. analytical chemist with 18 years of forensic experience — concludes is statistically incompatible with independent development. The timeline of events — reverse engineering of CPS Concentrate A in September 2022, retention of proprietary production records, and launch of an identical product three months after termination — further undermines any claim of independent development. Harlow's conclusory denial, offered without any supporting detail in Mr. Whitaker's February 5, 2024 letter, is entitled to no weight.

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

Harlow breached four separate provisions of the TMA:

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

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

Section 9.1 (Non-Compete): Harlow breached the TMA's three-year post-termination non-compete by manufacturing and selling ShieldCoat Pro 900, a barrier coating that is "substantially similar" to CPS-BC-1147. As demonstrated by the Thornburg Analytics forensic analysis, ShieldCoat Pro 900 is not merely "substantially similar" to CPS-BC-1147 — it is compositionally identical within ±0.3% by weight in all 14 constituents. Harlow's manufacture and sale of ShieldCoat Pro 900, which began in approximately April 2023 and continues to the present, falls squarely within the three-year post-termination non-compete period, which runs through January 31, 2026.

Section 9.3 (Customer Non-Solicitation): Harlow breached the TMA's three-year post-termination customer non-solicitation covenant by having its Sales Director, Amanda Trent, contact at least five CPS customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — with solicitations for ShieldCoat Pro 900, at a 15% discount to CPS's pricing. Novotny Decl. ¶¶ 3–18. Each of these customers is a company that Harlow became aware of through the performance of services under the TMA, bringing these solicitations squarely within the scope of Section 9.3's prohibition.

These breaches of contract are clear, well-documented, and supported by the declarations and exhibits filed herewith. CPS is substantially likely to prevail on each of these breach of contract claims.

4. CPS Has Strong Tortious Interference and Unjust Enrichment Claims. CPS's claims for tortious interference with business relationships and unjust enrichment provide additional independent bases for a finding of likelihood of success on the merits.

Tortious Interference with Business Relationships. Under Ohio law, a claim for tortious interference with a business relationship requires: (1) the existence of a business relationship; (2) the defendant's knowledge of the relationship; (3) intentional interference by the defendant causing a breach or termination of the relationship; and (4) damages resulting from the interference. See A&B-Abell Elevator Co. v. Columbus/Central Ohio Bldg. & Constr. Trades Council, 73 Ohio St. 3d 1, 14 (1995). Here, CPS had established, longstanding business relationships with customers including Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC. Harlow had direct knowledge of these customer relationships through its performance of services under the TMA. Harlow intentionally and systematically solicited these specific CPS customers, offering them a product that Harlow could have developed only through misappropriation of CPS's trade secrets, at a 15% discount designed to divert business from CPS. CPS has already suffered actual damage, including customer requests for price reductions and the potential loss of at least one customer (Pinnacle Flexible Films) to Harlow. Novotny Decl. ¶¶ 16–18.

Unjust Enrichment. Under Ohio law, the elements of unjust enrichment are: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. See Hambleton v. R.G. Barry Corp., 12 Ohio St. 3d 179, 183 (1984). CPS conferred a benefit upon Harlow by entrusting Harlow with access to CPS's proprietary materials and trade secrets under the TMA. Harlow had full knowledge of the value of this proprietary information, as evidenced by the robust protective provisions that Harlow agreed to in the TMA. Harlow has profited — and continues to profit — from its manufacture and sale of ShieldCoat Pro 900, a product that Harlow could not have developed but for its misappropriation of CPS-BC-1147. It would be manifestly unjust to permit Harlow to retain the profits of a product whose existence depends entirely upon Harlow's wrongful conduct.

B. CPS Will Suffer Irreparable Harm Absent a TRO

The Sixth Circuit has consistently recognized that trade secret misappropriation gives rise to a presumption of irreparable harm, because "a trade secret once lost is, of course, lost forever." Basicomputer Corp. v. Scott, 973 F.2d 507, 511–12 (6th Cir. 1992); see also Certified Restoration, 511 F.3d at 550 ("Loss of customer goodwill often amounts to irreparable injury because the resulting loss of trade is neither combatable nor easily calculable."). Courts in this District have similarly recognized that the misappropriation and ongoing disclosure of trade secrets constitutes irreparable harm as a matter of law, because once a trade secret enters the public domain, it can never be made secret again. See Greaves Group v. Stoneham, 747 F. App'x 358, 365 (6th Cir. 2018).

CPS faces multiple forms of irreparable harm, each independently sufficient to support the issuance of a TRO:

Loss of Trade Secret Status. Each sale of ShieldCoat Pro 900 risks further disclosure and dissemination of the CPS-BC-1147 formulation to additional third parties, including Harlow's customers, their end-users, competitors who may seek to analyze the product, and any additional manufacturing partners or contractors that Harlow may engage. Once the formulation is disseminated beyond Harlow's control, CPS's ability to maintain the secrecy of CPS-BC-1147 — and thereby its trade secret status — may be permanently and irretrievably destroyed. This is precisely the type of harm that cannot be remedied through monetary damages, because no amount of money can restore the secrecy of information that has entered the public domain.

Customer Diversion. Harlow has already approached at least five of CPS's customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — with solicitations for ShieldCoat Pro 900 at a 15% discount. Novotny Decl. ¶¶ 3–18. Further solicitation will permanently damage customer relationships that CPS has cultivated over years of commercial interaction, technical support, and product customization. The loss of customer relationships and customer goodwill is a quintessential form of irreparable harm that is neither fully quantifiable nor compensable through monetary damages. See Basicomputer, 973 F.2d at 512; Certified Restoration, 511 F.3d at 550.

Price Erosion. Harlow's offering of ShieldCoat Pro 900 at a 15% discount to CPS's pricing exerts downward pricing pressure across CPS's entire customer base, not merely with respect to the five customers that have been directly solicited. As Novotny attests, at least two CPS customers have already requested price reductions in light of Harlow's lower-priced alternative. Novotny Decl. ¶¶ 16–17. If left unchecked, this pricing pressure will spread to CPS's broader customer base as word of Harlow's discounted alternative product circulates in the industry. The resulting price erosion is extremely difficult to quantify, because it affects not only CPS's existing sales but also CPS's ability to acquire new customers and retain existing ones at current pricing levels. Moreover, once prices are reduced in response to competitive pressure, they are exceedingly difficult to restore, causing lasting harm that cannot be fully remedied through damages.

Destruction of Evidence. There is a genuine and substantial risk that if Harlow receives advance notice of this action, it may destroy or conceal critical evidence of the misappropriation, including records of the Archer Material Sciences analysis of CPS Concentrate A, the retained CPS batch production records and process parameter logs in Fielding's possession, internal communications regarding the development of ShieldCoat Pro 900, and financial records pertaining to ShieldCoat Pro 900 sales. The destruction of this evidence would not only impair CPS's ability to prove its case but would also constitute a further irreparable injury that no amount of monetary damages can remedy. This risk is particularly acute given that Harlow, through counsel, has already denied any misappropriation and has demonstrated a willingness to maintain its current course of conduct in the face of CPS's demands.

Monetary damages alone are plainly insufficient to remedy the harms described above. The ongoing erosion of trade secret status is a bell that cannot be unrung. Customer relationships, once lost, may never be fully restored. The cascading effects of price erosion across an entire customer base are inherently speculative and resist precise quantification. And the potential destruction of evidence is a harm for which no monetary remedy exists. For all of these reasons, CPS will suffer irreparable harm absent the immediate entry of a temporary restraining order.

C. The Balance of Equities Favors CPS

The balance of equities tips overwhelmingly in CPS's favor. On one side of the scale, CPS stands to lose a trade secret that generates approximately $47.23 million in annual revenue, that cost $3.8 million and two years to develop, and that is the single most commercially significant product in CPS's portfolio. The continued erosion of CPS-BC-1147's trade secret status, the diversion of CPS's customers, and the downward pressure on CPS's pricing all threaten severe and potentially irreversible harm to CPS's business.

On the other side of the scale, Harlow has no legitimate interest in continuing to sell a product derived from misappropriated trade secrets. ShieldCoat Pro 900 was not independently developed; it exists only because Harlow violated TMA Section 8.2's prohibition on reverse engineering and used CPS's proprietary information to develop a knock-off product. The law does not recognize a protectable interest in the continued exploitation of stolen trade secrets. See Basicomputer, 973 F.2d at 512 ("[The defendant] should not be heard to complain about [injunctive relief] when [the defendant's] own misconduct necessitated such action.").

Moreover, Harlow is a substantial business in its own right. Upon information and belief, Harlow's 2023 revenue was approximately $87.3 million, and Harlow maintains significant other product lines and revenue streams unrelated to barrier coatings. A TRO that restrains Harlow from selling one unlawfully obtained product will not drive Harlow out of business or impose disproportionate hardship. The injunction would merely prevent Harlow from continuing to sell a product that it has no lawful right to sell.

The equitable case for relief is further reinforced by the parties' own contractual bargain. The TMA's protective provisions — Sections 7, 8.2, 9.1, and 9.3 — represent a negotiated agreement between sophisticated commercial parties that Harlow would not use CPS's proprietary information to compete against CPS. Harlow accepted these restrictions in exchange for lucrative tolling fees that exceeded $18 million over the life of the TMA. A TRO would merely enforce the bargain that Harlow freely made and accepted compensation for — a result that is eminently equitable.

Finally, the individual Defendants — Gerald W. Norris and Kenneth Fielding — should be individually restrained. Norris, as CEO and sole shareholder of Harlow, directed and personally benefited from the misappropriation. Fielding, as VP of Technical Operations, was the individual who personally orchestrated the reverse engineering by directing that CPS Concentrate A be sent to Archer Material Sciences for compositional analysis. Both individuals bear personal responsibility for the wrongful conduct at issue, and both must be restrained to ensure that the Court's order is effective.

D. The Public Interest Supports Injunctive Relief

The final factor — the public interest — also weighs strongly in CPS's favor. The public interest favors the protection of trade secrets and the enforcement of contractual obligations. Both the DTSA, enacted by Congress in 2016, and the OUTSA, adopted by the Ohio General Assembly, reflect a strong and settled public policy in favor of trade secret protection. See 18 U.S.C. §§ 1836–1839; Ohio Rev. Code §§ 1333.61–1333.69. As the Supreme Court has recognized, "the maintenance of standards of commercial ethics and the encouragement of invention are the broadly stated policies behind trade secret law." Kewanee Oil Co., 416 U.S. at 481.

The enforcement of non-disclosure, non-compete, and non-solicitation agreements serves the public interest by encouraging investment in innovation. Companies like CPS invest millions of dollars in research and development — $3.8 million in the case of CPS-BC-1147 alone — in reliance on the expectation that trade secret law and contractual protections will prevent competitors from simply appropriating the fruits of that investment. If companies cannot trust that their toll-manufacturing partners will honor contractual commitments not to reverse-engineer proprietary materials, companies will be reluctant to enter into tolling arrangements, to the detriment of the broader manufacturing economy.

There is no countervailing public interest in allowing Harlow to profit from the fruits of misappropriation. ShieldCoat Pro 900 is not a unique or innovative product; it is a copy of CPS-BC-1147, produced through wrongful means. The public has no interest in the continued availability of a product that exists only because of unlawful conduct. To the contrary, the public interest is best served by sending a clear signal that trade secret theft will not be tolerated and that contractual obligations will be enforced.

E. Ex Parte Relief Is Warranted

Federal Rule of Civil Procedure 65(b)(1) permits the issuance of a temporary restraining order without prior notice to the adverse party when "specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition." Fed. R. Civ. P. 65(b)(1)(A). The movant's attorney must also certify "in writing any efforts made to give notice and the reasons why it should not be required." Fed. R. Civ. P. 65(b)(1)(B).

Here, ex parte relief is warranted for two independent reasons.

First, advance notice to Harlow creates a substantial risk of destruction or concealment of evidence. The evidence of Harlow's misappropriation includes, critically, records of the Archer Material Sciences compositional analysis of CPS Concentrate A, the CPS batch production records, analytical test results, and process parameter logs that Fielding retained beyond the scope permitted by the TMA, and internal communications among Harlow personnel regarding the development and launch of ShieldCoat Pro 900. If Harlow receives advance notice of this action, there is a genuine risk that Harlow — which has already denied any misappropriation through counsel and has demonstrated no willingness to cooperate — will destroy, alter, or conceal these records before a court order can be entered to preserve them. The loss of this evidence would cause irreparable harm to CPS's ability to prove its claims.

Second, advance notice to Harlow creates a risk of accelerated dissemination of the trade secret. If Harlow learns of this action before a TRO is entered, Harlow may accelerate its sales and distribution of ShieldCoat Pro 900 to additional customers — including customers beyond the five CPS customers already solicited — in an effort to maximize its profits before an injunction takes effect. Each additional sale further disseminates the CPS-BC-1147 formulation and compounds the irreparable harm to CPS's trade secret rights.

CPS's counsel certifies that no prior notice of this motion has been given to Defendants or their counsel. CPS's counsel has determined that prior notice should not be required because of the risks of evidence destruction and accelerated dissemination described above. Upon the Court's entry of the proposed TRO, CPS's counsel will promptly serve all Defendants with copies of the TRO, the Verified Complaint, this motion and memorandum, and all supporting declarations and exhibits.

CPS respectfully requests that the TRO issue for the maximum period permitted under Rule 65(b)(2) — fourteen (14) days, extendable for good cause shown or by consent of the adverse party — and that a hearing on CPS's motion for a preliminary injunction be set at the earliest practicable date.

V. REQUESTED RELIEF

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

1. Restraining Defendants Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding — and their officers, directors, employees, agents, representatives, successors, assigns, and all other persons acting in concert or participation with them — from manufacturing, marketing, distributing, selling, offering for sale, or otherwise exploiting ShieldCoat Pro 900 or any other product derived from, based upon, or incorporating CPS-BC-1147 or any CPS confidential information, trade secrets, or proprietary materials.

2. Orderi

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO EASTERN DIVISION
PLAINTIFF'S EMERGENCY MOTION FOR TEMPORARY RESTRAINING ORDER AND MEMORANDUM OF LAW IN SUPPORT
Relief Sought Ex Parte Pursuant to Fed. R. Civ. P. 65(b)
Filed concurrently with: Verified Complaint; Declaration of Dr. Margaret Yuen; Declaration of Brian Novotny; [Proposed] Temporary Restraining Order
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I. INTRODUCTION
Plaintiff Crestline Packaging Solutions LLC ("CPS") respectfully moves this Court, on an emergency basis, for the entry of a temporary restraining order pursuant to Federal Rule of Civil Procedure 65(b) restraining Defendants Harlow Chemical Supply Inc. ("Harlow"), Gerald W. Norris ("Norris"), and Kenneth Fielding ("Fielding") (collectively, "Defendants") from continuing to manufacture, market, distribute, sell, or offer for sale a barrier coating product known as "ShieldCoat Pro 900" that is derived from CPS's proprietary trade secret formulation designated CPS-BC-1147. As set forth in detail below and in the supporting declarations and exhibits filed herewith, CPS has demonstrated a clear entitlement to immediate injunctive relief under the Defend Trade Secrets Act ("DTSA"), 18 U.S.C. §§ 1836–1839, the Ohio Uniform Trade Secrets Act ("OUTSA"), Ohio Rev. Code §§ 1333.61–1333.69, and the common law of the State of Ohio.
CPS is a specialty chemicals and packaging manufacturer headquartered at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS is a leading producer of high-performance barrier coatings, laminates, and packaging substrates for the food, pharmaceutical, and industrial packaging markets. In fiscal year 2023, CPS produced approximately 38 million pounds of coatings and generated $214.7 million in total revenue. CPS is a portfolio company of Ridgepoint Capital Partners LP, a Cleveland-based private equity firm that acquired CPS in 2019.
At the heart of this dispute is CPS-BC-1147, a water-based, high-performance barrier coating specifically engineered for food-grade paperboard packaging substrates. CPS-BC-1147 provides superior moisture-vapor, grease, and oxygen barrier properties that are critical to the food packaging industry. CPS invested approximately $3.8 million and devoted 24 months of intensive research and development — from January 2015 through December 2016 — to develop this proprietary formulation under the direct leadership of Dr. Margaret Yuen, CPS's Vice President of Research & Development. The formulation comprises 14 distinct chemical constituents combined at proprietary ratios, with a specific order-of-addition protocol and defined processing temperatures and shear rates. CPS-BC-1147 is not the subject of any patent, is not disclosed on any product data sheet, and has never been publicly disclosed. In fiscal year 2023, CPS-BC-1147 accounted for approximately 22% of CPS's total coatings revenue, generating approximately $47.23 million.
In 2017, CPS entered into a Toll Manufacturing Agreement (the "TMA") with Harlow, an Indiana corporation operating a chemical blending facility in Terre Haute, Indiana, under which Harlow would blend and package CPS-BC-1147 to supplement CPS's in-house production capacity. Critically, CPS designed the tolling arrangement to protect its trade secrets: CPS disclosed only 9 of the 14 chemical constituents to Harlow, supplying the remaining 5 proprietary additive components only as a pre-blended concentrate designated "CPS Concentrate A." The TMA further included robust confidentiality, non-disclosure, anti-reverse-engineering, non-compete, and non-solicitation provisions. CPS terminated the TMA effective January 31, 2023.
Despite these contractual safeguards, Harlow exploited its tolling relationship with CPS to reverse-engineer CPS-BC-1147. The evidence, detailed below and in the supporting declarations, establishes that in approximately September 2022 — while the TMA was still in effect — Harlow's Vice President of Technical Operations, Kenneth Fielding, directed that CPS Concentrate A be sent to a third-party analytical laboratory, Archer Material Sciences Inc., for compositional analysis, in direct violation of TMA Section 8.2's express prohibition on reverse engineering. Just three months after the TMA's termination, in approximately April 2023, Harlow began marketing a barrier coating product under the name "ShieldCoat Pro 900" to the food packaging industry — including to CPS's own customers, at a 15% discount.
The forensic evidence is overwhelming. Forensic chemical analysis performed by Thornburg Analytics LLC demonstrates that ShieldCoat Pro 900 matches CPS-BC-1147 in all 14 chemical constituents within ±0.3% by weight. Dr. Elena Vasquez, Ph.D. in Analytical Chemistry and principal of Thornburg Analytics, characterized this degree of compositional match as "not achievable through independent development" and "consistent only with access to the complete formulation."
Without immediate injunctive relief, CPS faces irreparable harm that no amount of monetary damages can adequately remedy. Each day that Harlow continues to manufacture and sell ShieldCoat Pro 900, the CPS-BC-1147 trade secret is further disseminated into the marketplace, its trade secret status is further eroded, CPS loses customers it has cultivated over years, and downward pricing pressure spreads across CPS's entire customer base. Moreover, CPS seeks emergency ex parte relief because there is a genuine and substantial risk that prior notice to Defendants would result in the destruction or concealment of critical evidence — including records of the Archer Material Sciences analysis and retained CPS batch records and process parameter logs — and would prompt Defendants to accelerate the dissemination of the misappropriated formulation to additional third parties.
CPS satisfies each of the four requirements for emergency injunctive relief under Federal Rule of Civil Procedure 65(b) and respectfully urges the Court to enter the proposed Temporary Restraining Order without delay.
II. STATEMENT OF FACTS
A. Crestline Packaging Solutions LLC and the Development of CPS-BC-1147
CPS is an Ohio limited liability company, EIN 31-4827193, with its principal place of business at 4800 Scioto Industrial Parkway, Columbus, Ohio 43228. CPS is engaged in the development, manufacture, and sale of specialty barrier coatings, laminates, and packaging substrates serving the food, pharmaceutical, and industrial packaging industries. CPS operates manufacturing facilities in Columbus, Ohio and maintains sales offices in Chicago, Illinois and Charlotte, North Carolina.
CPS is a portfolio company of Ridgepoint Capital Partners LP, a Cleveland-based private equity firm with offices at 1900 Euclid Avenue, Suite 3400, Cleveland, Ohio 44115. Ridgepoint acquired CPS in 2019 for an enterprise value of approximately $285 million, based in significant part on the strength and value of CPS's proprietary technology portfolio, including CPS-BC-1147. Since the acquisition, Ridgepoint has invested an additional $42 million in capital improvements to CPS's Columbus facility to expand production capacity and support continued growth of CPS's barrier coatings business.
CPS's Research & Development team is led by 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 22 years of experience in the coatings and specialty chemicals industry. Under Dr. Yuen's leadership, CPS's R&D team developed CPS-BC-1147 over an approximately 24-month period from January 2015 to December 2016, at a cumulative cost of approximately $3.8 million. This development cost encompassed laboratory equipment, raw material trials, personnel costs for a team of seven dedicated scientists and engineers, extensive pilot-line testing, and rigorous FDA compliance testing required for food-contact applications. See Declaration of Dr. Margaret Yuen ("Yuen Decl."), ¶¶ 4–12.
CPS-BC-1147 is a water-based, high-performance barrier coating specifically designed for application to food-grade paperboard packaging substrates. The formulation provides an integrated moisture-vapor barrier, grease barrier, and oxygen barrier in a single coating system — a combination that few, if any, competitors have achieved with a water-based formulation. CPS-BC-1147 comprises 14 distinct chemical constituents combined at proprietary ratios, with a specific order-of-addition protocol and defined processing temperatures and shear rates that are critical to the coating's performance characteristics. Yuen Decl. ¶ 7. The precise combination of these 14 constituents, their proportions, and the processing parameters represent the culmination of extensive experimentation, including over 340 trial formulations tested during the development period. Yuen Decl. ¶ 8.
The CPS-BC-1147 formulation is not disclosed on any product data sheet, patent, or public filing. Yuen Decl. ¶ 13. CPS made a deliberate strategic decision not to pursue patent protection for CPS-BC-1147, opting instead to protect the formulation as a trade secret to avoid the public disclosure required by the patent system and to preserve the indefinite duration of trade secret protection. Yuen Decl. ¶ 14. CPS has maintained strict internal controls over access to the complete formulation, limiting knowledge of the full 14-constituent recipe and processing parameters to a small group of senior R&D personnel and certain production supervisors at the Columbus facility, all of whom have executed individual confidentiality and invention assignment agreements. Yuen Decl. ¶ 16.
In fiscal year 2023, CPS-BC-1147 generated approximately $47.23 million in revenue, representing approximately 22% of CPS's total coatings revenue of $214.7 million. Yuen Decl. ¶ 15. CPS-BC-1147 is CPS's single most commercially significant product and is the primary driver of CPS's competitive position in the food-grade barrier coatings market. The product is sold to major food packaging converters throughout the Midwest and Southeast regions, including longstanding customers such as Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC. CPS has invested heavily in developing and maintaining these customer relationships over a period of years.
B. The Toll Manufacturing Agreement with Harlow
On March 15, 2017, CPS and Harlow Chemical Supply Inc., an Indiana corporation (EIN 35-2918467) with its principal place of business at 1120 Commerce Boulevard, Terre Haute, Indiana 47802, entered into a Toll Manufacturing Agreement (the "TMA"). Under the TMA, Harlow agreed to blend and package CPS-BC-1147 at Harlow's Terre Haute manufacturing facility to supplement CPS's Columbus production capacity during a period of increasing customer demand. A true and correct copy of the relevant excerpts of the TMA is attached hereto as Exhibit A.
The TMA was specifically structured to protect CPS's proprietary formulation. Under the tolling arrangement, CPS provided Harlow with only a "Partial Formulation Disclosure" that covered 9 of the 14 chemical constituents of CPS-BC-1147 and disclosed only general proportional ranges — not the exact ratios — for those 9 constituents. Yuen Decl. ¶ 17. The remaining 5 proprietary additive components — which are critical to CPS-BC-1147's superior barrier performance characteristics — were supplied to Harlow exclusively as a single pre-blended concentrate designated "CPS Concentrate A." Yuen Decl. ¶ 18. CPS Concentrate A was prepared and blended at CPS's Columbus facility and shipped to Harlow in sealed, labeled containers. Harlow was required to add CPS Concentrate A to the batch at a specified weight percentage without alteration or analysis. Yuen Decl. ¶ 19. This bifurcated disclosure structure was deliberately designed by Dr. Yuen and CPS's legal team to prevent Harlow from ever possessing knowledge of the complete formulation. Yuen Decl. ¶ 20.
In addition to the structural protection provided by the bifurcated disclosure, the TMA contained robust protective provisions designed to safeguard CPS's trade secrets and customer relationships:
• Section 7 (Confidentiality and Non-Disclosure): Harlow agreed to maintain in strict confidence all CPS proprietary information, including but not limited to the Partial Formulation Disclosure, CPS Concentrate A, all batch production records, all analytical test results, and all process parameters. Harlow agreed not to disclose any such information to any third party without the prior written consent of CPS and agreed to limit internal access to CPS proprietary information to those Harlow employees with a demonstrable need to know in connection with the performance of services under the TMA.
• Section 8.2 (Prohibition on Reverse Engineering): Harlow expressly agreed that it would not, directly or indirectly, reverse-engineer, analyze, decompile, or otherwise attempt to determine the composition, formula, or manufacturing process of any CPS materials, including, without limitation, CPS Concentrate A. This provision was the subject of specific negotiation between the parties, and Harlow acknowledged in the TMA that CPS's willingness to enter into the tolling arrangement was conditioned upon Harlow's agreement to this prohibition.
• Section 9.1 (Non-Compete): For a period of three (3) years following the expiration or termination of the TMA, Harlow agreed not to manufacture, sell, market, distribute, or offer for sale any barrier coating that is "substantially similar" to CPS-BC-1147 or any other CPS product produced under the TMA.
• Section 9.3 (Customer Non-Solicitation): For a period of three (3) years following the expiration or termination of the TMA, Harlow agreed not to directly or indirectly solicit, contact, or approach any customer of CPS that Harlow became aware of through the performance of services under the TMA.
Under the TMA, CPS paid Harlow a tolling fee of $0.38 per pound of CPS-BC-1147 produced at the Terre Haute facility. The tolling relationship was commercially significant for Harlow: in calendar year 2022 alone, Harlow processed approximately 9.4 million pounds of CPS-BC-1147 for CPS, earning tolling fees of approximately $3,572,000 (9,400,000 lbs × $0.38/lb). Over the life of the TMA from 2017 through termination, CPS paid Harlow total tolling fees in excess of $18 million. The TMA was a material revenue stream for Harlow, and the generous tolling fees were provided in part as consideration for Harlow's agreement to the protective provisions described above.
CPS terminated the TMA effective January 31, 2023, after successfully bringing additional in-house production capacity online at its Columbus facility. The termination was effected pursuant to the TMA's termination provisions and was not the result of any dispute between the parties at that time. Upon termination, the post-termination restrictive covenants in Sections 9.1 and 9.3 became operative, prohibiting Harlow from competing with CPS using a substantially similar product or soliciting CPS's customers for a period of three years — i.e., through January 31, 2026.
C. Harlow's Misappropriation and Reverse Engineering
CPS's subsequent investigation revealed that Harlow did not wait until the termination of the TMA to begin its scheme to misappropriate CPS-BC-1147. To the contrary, the evidence demonstrates that Harlow began its reverse-engineering efforts while the TMA was still in effect.
In approximately September 2022 — approximately five months before the TMA's termination date of January 31, 2023 — Harlow's Vice President of Technical Operations, Defendant Kenneth Fielding, directed that a sample of CPS Concentrate A be sent to Archer Material Sciences Inc., a third-party analytical laboratory located at 9300 Harding Street, Indianapolis, Indiana 46221, for full compositional analysis. Yuen Decl. ¶ 22. This act constituted a direct and deliberate violation of TMA Section 8.2, which expressly prohibited Harlow from reverse-engineering, analyzing, or otherwise attempting to determine the composition of any CPS materials, including specifically CPS Concentrate A. Fielding, as Harlow's VP of Technical Operations, was personally responsible for overseeing the tolling operations and was intimately familiar with the terms and restrictions of the TMA. His direction to submit CPS Concentrate A for third-party analysis was a knowing and intentional breach of the contractual prohibition on reverse engineering.
CPS's internal investigation further revealed that during the tolling period, Fielding retained batch production records, analytical test results, and process parameter logs relating to the manufacture of CPS-BC-1147 beyond the scope permitted by the TMA. Yuen Decl. ¶ 23. Under TMA Section 7, such records constituted CPS proprietary information, and Harlow's retention of these records beyond the termination of the TMA — and their apparent use in connection with the development and launch of ShieldCoat Pro 900 — constitutes a further misappropriation of CPS's trade secrets and a further breach of the TMA's confidentiality provisions.
In approximately April 2023 — a mere three months after the TMA's January 31, 2023 termination — Harlow began marketing a barrier coating product under the name "ShieldCoat Pro 900" to the food packaging industry. The rapidity of Harlow's product launch following termination of the TMA — from a standing start to a commercial product in approximately three months — is itself strong circumstantial evidence of misappropriation. As Dr. Yuen explains in her declaration, the development of a barrier coating with the performance characteristics of CPS-BC-1147 required 24 months of intensive R&D and over 340 trial formulations. Yuen Decl. ¶¶ 8, 24. It is not credible that Harlow could have independently developed a compositionally identical product in a fraction of that time without access to the complete CPS-BC-1147 formulation.
D. Solicitation of CPS's Customers
Following the launch of ShieldCoat Pro 900, Harlow aggressively targeted CPS's own customer base. On or about June 12, 2023, CPS's Sales Director, Brian Novotny, learned from a contact at Mapleridge Paper Corp. — a longstanding CPS customer and a Wisconsin corporation — that Harlow's Sales Director, Amanda Trent, had approached Mapleridge offering ShieldCoat Pro 900 as a direct substitute for CPS-BC-1147 at a price representing a 15% discount to CPS's pricing. See Declaration of Brian Novotny ("Novotny Decl."), ¶¶ 3–7. The Mapleridge contact provided Novotny with copies of email correspondence from Trent that specifically referenced the performance characteristics of CPS-BC-1147 and positioned ShieldCoat Pro 900 as an equivalent product available at a lower cost. Novotny Decl. ¶ 6.
Between June and November 2023, CPS confirmed through its sales organization that at least four additional CPS customers were contacted by Harlow representatives — principally Amanda Trent — with similar solicitations for ShieldCoat Pro 900:
1. Pinnacle Flexible Films LLC, a Michigan limited liability company and CPS customer since 2018, which was contacted by Trent in approximately July 2023. Novotny Decl. ¶¶ 8–9.
2. Orion Paperboard Inc., an Ohio corporation and CPS customer since 2016, which was contacted by Trent in approximately August 2023. Novotny Decl. ¶¶ 10–11.
3. Great River Packaging Co., an Illinois corporation and CPS customer since 2019, which was contacted by a Harlow sales representative (identity unknown) in approximately September 2023. Novotny Decl. ¶ 12.
4. TerraFold Industries LLC, a Tennessee limited liability company and CPS customer since 2020, which was contacted by Trent in approximately November 2023. Novotny Decl. ¶¶ 13–14.
In each instance, the Harlow representative offered ShieldCoat Pro 900 at a price that represented a discount of approximately 15% relative to CPS's then-current pricing for CPS-BC-1147. Novotny Decl. ¶ 15. Novotny attests that at least two of these customers — Mapleridge Paper Corp. and Orion Paperboard Inc. — have since requested price reductions from CPS in light of Harlow's lower-priced offering, and that CPS has reason to believe that Pinnacle Flexible Films is evaluating a switch to ShieldCoat Pro 900. Novotny Decl. ¶¶ 16–18.
Harlow's solicitation of these CPS customers directly violates TMA Section 9.3, which prohibited Harlow from soliciting CPS customers for a period of three years following termination of the TMA. It also violates TMA Section 9.1, which prohibited Harlow from manufacturing or selling any "substantially similar" barrier coating for three years post-termination. Harlow became aware of these customers — including their identities, their purchasing volumes, and their pricing — through the performance of services under the TMA, making its targeted solicitation of these specific customers a particularly egregious breach of the non-solicitation covenant.
E. Forensic Chemical Analysis by Thornburg Analytics LLC
In light of the mounting evidence of Harlow's misappropriation, on November 8, 2023, CPS retained Thornburg Analytics LLC, an independent forensic analytical chemistry laboratory located at 7225 Research Park Drive, Cincinnati, Ohio 45237, to perform a comprehensive forensic chemical analysis comparing CPS-BC-1147 with Harlow's ShieldCoat Pro 900.
Thornburg Analytics' principal, Dr. Elena Vasquez, holds a Ph.D. in Analytical Chemistry from Purdue University and has over 18 years of experience in forensic chemical analysis, including extensive work in trade secret litigation involving chemical formulations. Dr. Vasquez has been qualified as an expert witness in federal and state courts across multiple jurisdictions.
Dr. Vasquez obtained samples of ShieldCoat Pro 900 from three separate CPS customers — Mapleridge Paper Corp., Orion Paperboard Inc., and Pinnacle Flexible Films LLC — to ensure the integrity and representativeness of the analytical results. Samples of CPS-BC-1147 were provided directly by CPS from its Columbus production facility. Dr. Vasquez employed a battery of analytical techniques, including gas chromatography-mass spectrometry ("GC-MS"), Fourier-transform infrared spectroscopy ("FTIR"), inductively coupled plasma optical emission spectroscopy ("ICP-OES"), and thermogravimetric analysis ("TGA"), to identify and quantify each constituent of both products.
In her preliminary forensic report dated December 22, 2023, a true and correct copy of which is attached hereto as Exhibit B, Dr. Vasquez reached the following conclusions:
(a) ShieldCoat Pro 900's composition matched CPS-BC-1147 in all 14 chemical constituents. Both products contained the identical 14 chemicals — no more and no fewer.
(b) The weight percentages of each of the 14 constituents in ShieldCoat Pro 900 were within ±0.3% of the corresponding weight percentages in CPS-BC-1147 across all three samples tested.
(c) In Dr. Vasquez's expert opinion, this degree of compositional match — identity of all 14 constituents within ±0.3% by weight — is "not achievable through independent development" and is "consistent only with access to the complete formulation."
Dr. Vasquez explained in her report that the probability of an independently developed barrier coating randomly matching CPS-BC-1147 in all 14 constituents at these precise ratios is, as a statistical matter, vanishingly small. The selection of 14 specific chemical constituents from the hundreds of potential raw materials available in the coatings industry, combined with the narrow tolerances in their proportional ratios, strongly indicates that ShieldCoat Pro 900 was formulated using CPS-BC-1147 as a template rather than through any independent research and development process. Yuen Decl. ¶ 25 (discussing and corroborating Dr. Vasquez's findings based on her own expertise in barrier coating formulation).
F. Pre-Litigation Demand and Harlow's Refusal
On January 18, 2024, counsel for CPS, Calderwood & Harkness LLP, sent a detailed cease-and-desist letter to Harlow's Chief Executive Officer, Gerald W. Norris, at Harlow's Terre Haute address. A true and correct copy of this letter is attached hereto as Exhibit C. The letter set forth CPS's allegations in detail and demanded: (i) the immediate cessation of all manufacture, marketing, distribution, and sale of ShieldCoat Pro 900; (ii) the return and verified destruction of all CPS confidential information in Harlow's possession, custody, or control, including all records obtained from or related to Archer Material Sciences' analysis of CPS Concentrate A; and (iii) a full accounting of all ShieldCoat Pro 900 sales, including the identity of all customers, the volume of product sold, and the revenue generated.
In a letter dated February 5, 2024, Harlow's counsel, Brian Whitaker of Voss Gentry & Whitaker LLP, 300 North Meridian Street, Suite 2500, Indianapolis, Indiana 46204, responded on behalf of Harlow. A true and correct copy of this response letter is attached hereto as Exhibit D. In the letter, Mr. Whitaker denied any misappropriation and asserted, without supporting detail, that "ShieldCoat Pro 900 is the product of Harlow's own independent research and development efforts." The letter did not address the forensic analytical evidence set forth in CPS's cease-and-desist letter, did not deny that CPS Concentrate A had been sent to Archer Material Sciences for analysis, and did not offer any explanation for the near-identical compositional match between ShieldCoat Pro 900 and CPS-BC-1147.
As of the date of this filing, Harlow has refused to cease manufacturing and selling ShieldCoat Pro 900, and upon information and belief, Harlow continues to actively market the product to food packaging converters, including CPS's customers. Harlow's refusal to cease its infringing activities necessitates this emergency motion.
III. LEGAL STANDARD
A temporary restraining order is an extraordinary remedy that may be granted to preserve the status quo pending a hearing on a motion for preliminary injunction. The standard for issuance of a TRO under Federal Rule of Civil Procedure 65(b) is essentially the same as the standard for a preliminary injunction. See Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp., 511 F.3d 535, 542 (6th Cir. 2007). To obtain a TRO, the movant must demonstrate: (1) a substantial likelihood of success on the merits; (2) that the movant will suffer irreparable harm absent injunctive relief; (3) that the balance of equities tips in the movant's favor; and (4) that the injunction serves the public interest. Id.; see also Winter v. Natural Resources Defense Council, Inc., 555 U.S. 7, 20 (2008).
These four factors are "not prerequisites that must be met, but are interrelated considerations that must be balanced together." Michigan State AFL-CIO v. Miller, 103 F.3d 1240, 1249 (6th Cir. 1997). A district court must "weigh carefully the interests on both sides" in assessing whether the movant has carried its burden. Certified Restoration, 511 F.3d at 542. However, no single factor is determinative; rather, the court engages in a balancing analysis considering all four factors. See Leary v. Daeschner, 228 F.3d 729, 736 (6th Cir. 2000).
Ex parte relief is available under Rule 65(b)(1) when "specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition." Fed. R. Civ. P. 65(b)(1)(A). Courts in this Circuit have recognized that ex parte TROs are particularly appropriate in trade secret misappropriation cases, where prior notice to the adverse party creates a risk that the party will destroy evidence or accelerate the dissemination of the misappropriated trade secret to third parties, thereby compounding the irreparable harm. See, e.g., PepsiCo, Inc. v. Redmond, 54 F.3d 1262, 1272 (7th Cir. 1995) (recognizing risk of further dissemination as justification for injunctive relief in trade secret cases); Basicomputer Corp. v. Scott, 973 F.2d 507, 512 (6th Cir. 1992) (affirming injunctive relief where former business partner misappropriated trade secrets).
The Defend Trade Secrets Act expressly authorizes injunctive relief to prevent actual or threatened misappropriation of trade secrets, provided that such relief does not "prevent a person from entering into an employment relationship" and that "conditions placed on such employment" are "based on evidence of threatened misappropriation and not merely on the information the person knows." 18 U.S.C. § 1836(b)(3)(A). In extraordinary circumstances, the DTSA further authorizes ex parte seizure orders. 18 U.S.C. § 1836(b)(2). While CPS does not seek a seizure order at this time, the DTSA's authorization of such extraordinary relief underscores Congress's recognition that trade secret misappropriation demands swift judicial intervention.
IV. ARGUMENT
A. CPS Is Likely to Succeed on the Merits
CPS's likelihood of success on the merits is supported by compelling direct and circumstantial evidence of trade secret misappropriation, breach of contract, tortious interference, and unjust enrichment. Each of these claims is addressed in turn.
1. CPS-BC-1147 Is a Protectable Trade Secret. ##### a. Under the Defend Trade Secrets Act (18 U.S.C. §§ 1836–1839)
The DTSA defines a "trade secret" as "all forms and types of financial, business, scientific, technical, economic, or engineering information" if: (i) "the owner thereof has taken reasonable measures to keep such information secret," and (ii) "the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information." 18 U.S.C. § 1839(3). CPS-BC-1147 satisfies both prongs of this definition.
Independent Economic Value. CPS-BC-1147 derives substantial independent economic value from its secrecy. The formulation generated approximately $47.23 million in revenue in fiscal year 2023, representing 22% of CPS's total coatings revenue of $214.7 million. Yuen Decl. ¶ 15. CPS-BC-1147's commercial success is directly attributable to its unique combination of 14 distinct chemical constituents at proprietary ratios, processed according to a specific order-of-addition protocol at defined temperatures and shear rates. Yuen Decl. ¶ 7. This precise combination delivers a water-based barrier coating with moisture-vapor, grease, and oxygen barrier properties that are superior to competing products available in the marketplace. The formulation provides CPS with a significant and durable competitive advantage, as demonstrated by the fact that customers such as Mapleridge Paper Corp. and Orion Paperboard Inc. have purchased CPS-BC-1147 for years based on its superior performance.
CPS invested approximately $3.8 million over 24 months in developing this formulation, testing over 340 trial formulations before arriving at the final 14-constituent recipe. Yuen Decl. ¶¶ 8, 10. This substantial investment of time and resources would be largely wasted if competitors could freely appropriate the formulation. The formulation is not disclosed in any patent, product data sheet, safety data sheet (beyond the general chemical identity information required by OSHA regulations), or any other public filing. Yuen Decl. ¶ 13. The economic value of CPS-BC-1147 is inextricably linked to its secrecy: if the formulation were publicly known, competitors could replicate it and eliminate CPS's competitive advantage, destroying the value of CPS's $3.8 million R&D investment and the goodwill associated with the product.
Reasonable Measures to Maintain Secrecy. CPS has undertaken extensive and deliberate measures to maintain the secrecy of the CPS-BC-1147 formulation. These measures include, but are not limited to, the following:
(i) Bifurcated Disclosure Structure: When CPS entered into the TMA with Harlow, CPS disclosed only 9 of the 14 chemical constituents — and only in general proportional ranges — through a Partial Formulation Disclosure. The remaining 5 proprietary additive components were supplied exclusively as a pre-blended concentrate (CPS Concentrate A) to prevent Harlow from ever possessing knowledge of the complete formulation. Yuen Decl. ¶¶ 17–20.
(ii) Contractual Confidentiality Obligations: The TMA imposed strict confidentiality and non-disclosure obligations on Harlow (TMA Section 7), prohibiting Harlow from disclosing any CPS proprietary information to any third party and requiring Harlow to limit internal access to such information to those employees with a demonstrated need to know.
(iii) Express Anti-Reverse-Engineering Provision: The TMA contained an express prohibition on reverse engineering of any CPS materials, including CPS Concentrate A (TMA Section 8.2). This provision was specifically negotiated and was a condition of CPS's willingness to enter into the tolling arrangement.
(iv) Post-Termination Restrictive Covenants: The TMA included a three-year post-termination non-compete (TMA Section 9.1) and a three-year post-termination customer non-solicitation covenant (TMA Section 9.3), further restricting Harlow's ability to exploit any CPS proprietary information gained through the tolling relationship.
(v) Internal Access Controls: Within CPS's own organization, access to the complete CPS-BC-1147 formulation is restricted to a small group of senior R&D personnel and certain production supervisors, all of whom have executed individual confidentiality and invention assignment agreements. Yuen Decl. ¶ 16.
(vi) Physical and Electronic Security: CPS maintains physical security measures at its Columbus facility, including restricted-access areas for R&D laboratories and formulation records, and employs electronic access controls and encryption for digital records relating to proprietary formulations. Yuen Decl. ¶ 16.
Courts consistently hold that measures of this type — contractual restrictions, bifurcated disclosures, access controls, and anti-reverse-engineering provisions — constitute "reasonable measures" within the meaning of the DTSA. See, e.g., Oakwood Labs. LLC v. Thanoo, 999 F.3d 892, 907 (3d Cir. 2021) (reasonable measures included confidentiality agreements, restricted access, and password-protected files); Vendavo, Inc. v. Price f(x) AG, No. 17-cv-6930, 2018 WL 1456697, at *4 (N.D. Cal. Mar. 23, 2018) (contractual non-disclosure obligations and limited access satisfy the reasonable measures requirement).
##### b. Under the Ohio Uniform Trade Secrets Act (Ohio Rev. Code §§ 1333.61–1333.69)
CPS-BC-1147 is equally protectable as a trade secret under the OUTSA. Ohio Revised Code § 1333.61(D) defines a "trade secret" as "information, including . . . any . . . formula, pattern, compilation, program, device, method, technique, or process" that (1) "[d]erives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use" and (2) "[i]s the subject of efforts that are reasonable under the circumstances to maintain its secrecy."
The analysis under the OUTSA closely parallels the DTSA analysis set forth above, and both prongs are satisfied for the same reasons. Ohio courts have consistently recognized that chemical formulations constitute protectable trade secrets. See, e.g., Heartland Home Finance, Inc. v. Allied Home Mortgage Capital Corp., 258 F. App'x 860, 862 (6th Cir. 2008) (affirming trade secret status of proprietary business information under Ohio law); Levine v. Beckman, 48 Ohio App. 3d 24, 27 (1988) (chemical formulation constitutes protectable trade secret where owner took reasonable steps to maintain secrecy); Valco Cincinnati, Inc. v. N&D Machining Serv., Inc., 24 Ohio St. 3d 41, 46 (1986) (analyzing reasonable secrecy measures under Ohio law). CPS-BC-1147's 14-constituent formulation, its proprietary ratios, and its defined processing parameters squarely qualify as a protectable trade secret under Ohio law.
2. Harlow Misappropriated CPS-BC-1147. The DTSA defines "misappropriation" to include, inter alia, "acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means." 18 U.S.C. § 1839(5)(A). "Improper means" is defined to include, among other things, "breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means." 18 U.S.C. § 1839(6)(A). Importantly, while reverse engineering is not itself an "improper means" under the DTSA when conducted by a person who is free to do so, reverse engineering by a person who is subject to a contractual prohibition against reverse engineering constitutes a breach of a duty to maintain secrecy and is therefore an "improper means" of acquiring a trade secret. See Restatement (Third) of Unfair Competition § 43 cmt. c (1995); see also Kewanee Oil Co. v. Bicron Corp., 416 U.S. 470, 476 (1974) (recognizing that contractual restrictions on reverse engineering are enforceable and that violation of such restrictions supports a misappropriation claim).
The evidence of Harlow's misappropriation is compelling and, indeed, overwhelming:
First, in approximately September 2022, while the TMA was still in effect, Harlow's VP of Technical Operations Kenneth Fielding directed that CPS Concentrate A — the pre-blended concentrate containing the 5 proprietary additive components that CPS had deliberately withheld from Harlow — be sent to Archer Material Sciences Inc. in Indianapolis for compositional analysis. Yuen Decl. ¶ 22. This act was a direct, deliberate, and knowing violation of TMA Section 8.2, which expressly prohibited Harlow from "directly or indirectly, revers[ing]-engineer[ing], analyz[ing], decompl[ing], or otherwise attempt[ing] to determine the composition, formula, or manufacturing process of any CPS materials, including, without limitation, CPS Concentrate A." By submitting CPS Concentrate A to a third-party analytical laboratory for the express purpose of determining its composition, Fielding and Harlow violated both the letter and the spirit of this provision in the most flagrant manner possible.
Second, Fielding retained batch production records, analytical test results, and process parameter logs relating to the manufacture of CPS-BC-1147 beyond the scope permitted by the TMA. Yuen Decl. ¶ 23. These records contained proprietary information about CPS-BC-1147's processing parameters, including order-of-addition sequences, mixing speeds, shear rates, and temperature profiles — information that, in combination with the compositional data obtained from Archer Material Sciences, would have provided Harlow with a complete roadmap to replicate the CPS-BC-1147 formulation.
Third, in approximately April 2023 — a mere three months after the TMA's termination on January 31, 2023 — Harlow launched ShieldCoat Pro 900, a barrier coating product for the food packaging market. The timing of this launch is itself powerful circumstantial evidence of misappropriation. As Dr. Yuen explains, the development of a barrier coating with the performance characteristics of CPS-BC-1147 required 24 months of intensive R&D, a team of seven dedicated scientists and engineers, testing of over 340 trial formulations, and an investment of approximately $3.8 million. Yuen Decl. ¶¶ 8, 24. It is simply not credible that Harlow independently developed a compositionally identical product in a period of approximately three months without access to the complete CPS-BC-1147 formulation.
Fourth, and most critically, the forensic chemical analysis performed by Thornburg Analytics LLC conclusively demonstrates that ShieldCoat Pro 900 is a copy of CPS-BC-1147. Dr. Vasquez's analysis confirmed that ShieldCoat Pro 900 matches CPS-BC-1147 in all 14 chemical constituents within ±0.3% by weight. Dr. Vasquez characterized this degree of compositional match as "not achievable through independent development" and "consistent only with access to the complete formulation." Yuen Decl. ¶ 25; Exhibit B (Thornburg Analytics Preliminary Forensic Report).
Taken together, these four categories of evidence establish that Harlow acquired CPS's trade secret through improper means — specifically, through reverse engineering conducted in violation of the TMA's express prohibition, combined with the unauthorized retention of proprietary production records — and thereafter used the misappropriated trade secret to develop, manufacture, and sell a competing product. This constitutes misappropriation under both the DTSA, 18 U.S.C. § 1839(5), and the OUTSA, Ohio Rev. Code § 1333.61(B).
Harlow's assertion, through counsel, that ShieldCoat Pro 900 was "independently developed" is flatly contradicted by the evidence. The forensic analysis demonstrates a degree of compositional identity that Dr. Vasquez — a Ph.D. analytical chemist with 18 years of forensic experience — concludes is statistically incompatible with independent development. The timeline of events — reverse engineering of CPS Concentrate A in September 2022, retention of proprietary production records, and launch of an identical product three months after termination — further undermines any claim of independent development. Harlow's conclusory denial, offered without any supporting detail in Mr. Whitaker's February 5, 2024 letter, is entitled to no weight.
3. CPS Has Strong Breach of Contract Claims. Independent of CPS's trade secret misappropriation claims, CPS has strong claims for breach of contract against Harlow arising from Harlow's multiple violations of the TMA. These breach of contract claims independently support a finding of likelihood of success on the merits.
Harlow breached four separate provisions of the TMA:
Section 7 (Confidentiality): Harlow breached the TMA's confidentiality provisions by disclosing CPS proprietary information — specifically, CPS Concentrate A — to a third party, Archer Material Sciences Inc., without CPS's prior written consent, and by using CPS's proprietary formulation data, production records, and process parameters to develop a competing product, ShieldCoat Pro 900.
Section 8.2 (Reverse Engineering Prohibition): Harlow breached the TMA's express prohibition on reverse engineering by directing that CPS Concentrate A be sent to Archer Material Sciences Inc. for compositional analysis. This is not a marginal or ambiguous breach; it is precisely the conduct that Section 8.2 was designed to prevent.
Section 9.1 (Non-Compete): Harlow breached the TMA's three-year post-termination non-compete by manufacturing and selling ShieldCoat Pro 900, a barrier coating that is "substantially similar" to CPS-BC-1147. As demonstrated by the Thornburg Analytics forensic analysis, ShieldCoat Pro 900 is not merely "substantially similar" to CPS-BC-1147 — it is compositionally identical within ±0.3% by weight in all 14 constituents. Harlow's manufacture and sale of ShieldCoat Pro 900, which began in approximately April 2023 and continues to the present, falls squarely within the three-year post-termination non-compete period, which runs through January 31, 2026.
Section 9.3 (Customer Non-Solicitation): Harlow breached the TMA's three-year post-termination customer non-solicitation covenant by having its Sales Director, Amanda Trent, contact at least five CPS customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — with solicitations for ShieldCoat Pro 900, at a 15% discount to CPS's pricing. Novotny Decl. ¶¶ 3–18. Each of these customers is a company that Harlow became aware of through the performance of services under the TMA, bringing these solicitations squarely within the scope of Section 9.3's prohibition.
These breaches of contract are clear, well-documented, and supported by the declarations and exhibits filed herewith. CPS is substantially likely to prevail on each of these breach of contract claims.
4. CPS Has Strong Tortious Interference and Unjust Enrichment Claims. CPS's claims for tortious interference with business relationships and unjust enrichment provide additional independent bases for a finding of likelihood of success on the merits.
Tortious Interference with Business Relationships. Under Ohio law, a claim for tortious interference with a business relationship requires: (1) the existence of a business relationship; (2) the defendant's knowledge of the relationship; (3) intentional interference by the defendant causing a breach or termination of the relationship; and (4) damages resulting from the interference. See A&B-Abell Elevator Co. v. Columbus/Central Ohio Bldg. & Constr. Trades Council, 73 Ohio St. 3d 1, 14 (1995). Here, CPS had established, longstanding business relationships with customers including Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC. Harlow had direct knowledge of these customer relationships through its performance of services under the TMA. Harlow intentionally and systematically solicited these specific CPS customers, offering them a product that Harlow could have developed only through misappropriation of CPS's trade secrets, at a 15% discount designed to divert business from CPS. CPS has already suffered actual damage, including customer requests for price reductions and the potential loss of at least one customer (Pinnacle Flexible Films) to Harlow. Novotny Decl. ¶¶ 16–18.
Unjust Enrichment. Under Ohio law, the elements of unjust enrichment are: (1) a benefit conferred by the plaintiff upon the defendant; (2) knowledge by the defendant of the benefit; and (3) retention of the benefit by the defendant under circumstances where it would be unjust to do so without payment. See Hambleton v. R.G. Barry Corp., 12 Ohio St. 3d 179, 183 (1984). CPS conferred a benefit upon Harlow by entrusting Harlow with access to CPS's proprietary materials and trade secrets under the TMA. Harlow had full knowledge of the value of this proprietary information, as evidenced by the robust protective provisions that Harlow agreed to in the TMA. Harlow has profited — and continues to profit — from its manufacture and sale of ShieldCoat Pro 900, a product that Harlow could not have developed but for its misappropriation of CPS-BC-1147. It would be manifestly unjust to permit Harlow to retain the profits of a product whose existence depends entirely upon Harlow's wrongful conduct.
B. CPS Will Suffer Irreparable Harm Absent a TRO
The Sixth Circuit has consistently recognized that trade secret misappropriation gives rise to a presumption of irreparable harm, because "a trade secret once lost is, of course, lost forever." Basicomputer Corp. v. Scott, 973 F.2d 507, 511–12 (6th Cir. 1992); see also Certified Restoration, 511 F.3d at 550 ("Loss of customer goodwill often amounts to irreparable injury because the resulting loss of trade is neither combatable nor easily calculable."). Courts in this District have similarly recognized that the misappropriation and ongoing disclosure of trade secrets constitutes irreparable harm as a matter of law, because once a trade secret enters the public domain, it can never be made secret again. See Greaves Group v. Stoneham, 747 F. App'x 358, 365 (6th Cir. 2018).
CPS faces multiple forms of irreparable harm, each independently sufficient to support the issuance of a TRO:
Loss of Trade Secret Status. Each sale of ShieldCoat Pro 900 risks further disclosure and dissemination of the CPS-BC-1147 formulation to additional third parties, including Harlow's customers, their end-users, competitors who may seek to analyze the product, and any additional manufacturing partners or contractors that Harlow may engage. Once the formulation is disseminated beyond Harlow's control, CPS's ability to maintain the secrecy of CPS-BC-1147 — and thereby its trade secret status — may be permanently and irretrievably destroyed. This is precisely the type of harm that cannot be remedied through monetary damages, because no amount of money can restore the secrecy of information that has entered the public domain.
Customer Diversion. Harlow has already approached at least five of CPS's customers — Mapleridge Paper Corp., Pinnacle Flexible Films LLC, Orion Paperboard Inc., Great River Packaging Co., and TerraFold Industries LLC — with solicitations for ShieldCoat Pro 900 at a 15% discount. Novotny Decl. ¶¶ 3–18. Further solicitation will permanently damage customer relationships that CPS has cultivated over years of commercial interaction, technical support, and product customization. The loss of customer relationships and customer goodwill is a quintessential form of irreparable harm that is neither fully quantifiable nor compensable through monetary damages. See Basicomputer, 973 F.2d at 512; Certified Restoration, 511 F.3d at 550.
Price Erosion. Harlow's offering of ShieldCoat Pro 900 at a 15% discount to CPS's pricing exerts downward pricing pressure across CPS's entire customer base, not merely with respect to the five customers that have been directly solicited. As Novotny attests, at least two CPS customers have already requested price reductions in light of Harlow's lower-priced alternative. Novotny Decl. ¶¶ 16–17. If left unchecked, this pricing pressure will spread to CPS's broader customer base as word of Harlow's discounted alternative product circulates in the industry. The resulting price erosion is extremely difficult to quantify, because it affects not only CPS's existing sales but also CPS's ability to acquire new customers and retain existing ones at current pricing levels. Moreover, once prices are reduced in response to competitive pressure, they are exceedingly difficult to restore, causing lasting harm that cannot be fully remedied through damages.
Destruction of Evidence. There is a genuine and substantial risk that if Harlow receives advance notice of this action, it may destroy or conceal critical evidence of the misappropriation, including records of the Archer Material Sciences analysis of CPS Concentrate A, the retained CPS batch production records and process parameter logs in Fielding's possession, internal communications regarding the development of ShieldCoat Pro 900, and financial records pertaining to ShieldCoat Pro 900 sales. The destruction of this evidence would not only impair CPS's ability to prove its case but would also constitute a further irreparable injury that no amount of monetary damages can remedy. This risk is particularly acute given that Harlow, through counsel, has already denied any misappropriation and has demonstrated a willingness to maintain its current course of conduct in the face of CPS's demands.
Monetary damages alone are plainly insufficient to remedy the harms described above. The ongoing erosion of trade secret status is a bell that cannot be unrung. Customer relationships, once lost, may never be fully restored. The cascading effects of price erosion across an entire customer base are inherently speculative and resist precise quantification. And the potential destruction of evidence is a harm for which no monetary remedy exists. For all of these reasons, CPS will suffer irreparable harm absent the immediate entry of a temporary restraining order.
C. The Balance of Equities Favors CPS
The balance of equities tips overwhelmingly in CPS's favor. On one side of the scale, CPS stands to lose a trade secret that generates approximately $47.23 million in annual revenue, that cost $3.8 million and two years to develop, and that is the single most commercially significant product in CPS's portfolio. The continued erosion of CPS-BC-1147's trade secret status, the diversion of CPS's customers, and the downward pressure on CPS's pricing all threaten severe and potentially irreversible harm to CPS's business.
On the other side of the scale, Harlow has no legitimate interest in continuing to sell a product derived from misappropriated trade secrets. ShieldCoat Pro 900 was not independently developed; it exists only because Harlow violated TMA Section 8.2's prohibition on reverse engineering and used CPS's proprietary information to develop a knock-off product. The law does not recognize a protectable interest in the continued exploitation of stolen trade secrets. See Basicomputer, 973 F.2d at 512 ("[The defendant] should not be heard to complain about [injunctive relief] when [the defendant's] own misconduct necessitated such action.").
Moreover, Harlow is a substantial business in its own right. Upon information and belief, Harlow's 2023 revenue was approximately $87.3 million, and Harlow maintains significant other product lines and revenue streams unrelated to barrier coatings. A TRO that restrains Harlow from selling one unlawfully obtained product will not drive Harlow out of business or impose disproportionate hardship. The injunction would merely prevent Harlow from continuing to sell a product that it has no lawful right to sell.
The equitable case for relief is further reinforced by the parties' own contractual bargain. The TMA's protective provisions — Sections 7, 8.2, 9.1, and 9.3 — represent a negotiated agreement between sophisticated commercial parties that Harlow would not use CPS's proprietary information to compete against CPS. Harlow accepted these restrictions in exchange for lucrative tolling fees that exceeded $18 million over the life of the TMA. A TRO would merely enforce the bargain that Harlow freely made and accepted compensation for — a result that is eminently equitable.
Finally, the individual Defendants — Gerald W. Norris and Kenneth Fielding — should be individually restrained. Norris, as CEO and sole shareholder of Harlow, directed and personally benefited from the misappropriation. Fielding, as VP of Technical Operations, was the individual who personally orchestrated the reverse engineering by directing that CPS Concentrate A be sent to Archer Material Sciences for compositional analysis. Both individuals bear personal responsibility for the wrongful conduct at issue, and both must be restrained to ensure that the Court's order is effective.
D. The Public Interest Supports Injunctive Relief
The final factor — the public interest — also weighs strongly in CPS's favor. The public interest favors the protection of trade secrets and the enforcement of contractual obligations. Both the DTSA, enacted by Congress in 2016, and the OUTSA, adopted by the Ohio General Assembly, reflect a strong and settled public policy in favor of trade secret protection. See 18 U.S.C. §§ 1836–1839; Ohio Rev. Code §§ 1333.61–1333.69. As the Supreme Court has recognized, "the maintenance of standards of commercial ethics and the encouragement of invention are the broadly stated policies behind trade secret law." Kewanee Oil Co., 416 U.S. at 481.
The enforcement of non-disclosure, non-compete, and non-solicitation agreements serves the public interest by encouraging investment in innovation. Companies like CPS invest millions of dollars in research and development — $3.8 million in the case of CPS-BC-1147 alone — in reliance on the expectation that trade secret law and contractual protections will prevent competitors from simply appropriating the fruits of that investment. If companies cannot trust that their toll-manufacturing partners will honor contractual commitments not to reverse-engineer proprietary materials, companies will be reluctant to enter into tolling arrangements, to the detriment of the broader manufacturing economy.
There is no countervailing public interest in allowing Harlow to profit from the fruits of misappropriation. ShieldCoat Pro 900 is not a unique or innovative product; it is a copy of CPS-BC-1147, produced through wrongful means. The public has no interest in the continued availability of a product that exists only because of unlawful conduct. To the contrary, the public interest is best served by sending a clear signal that trade secret theft will not be tolerated and that contractual obligations will be enforced.
E. Ex Parte Relief Is Warranted
Federal Rule of Civil Procedure 65(b)(1) permits the issuance of a temporary restraining order without prior notice to the adverse party when "specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition." Fed. R. Civ. P. 65(b)(1)(A). The movant's attorney must also certify "in writing any efforts made to give notice and the reasons why it should not be required." Fed. R. Civ. P. 65(b)(1)(B).
Here, ex parte relief is warranted for two independent reasons.
First, advance notice to Harlow creates a substantial risk of destruction or concealment of evidence. The evidence of Harlow's misappropriation includes, critically, records of the Archer Material Sciences compositional analysis of CPS Concentrate A, the CPS batch production records, analytical test results, and process parameter logs that Fielding retained beyond the scope permitted by the TMA, and internal communications among Harlow personnel regarding the development and launch of ShieldCoat Pro 900. If Harlow receives advance notice of this action, there is a genuine risk that Harlow — which has already denied any misappropriation through counsel and has demonstrated no willingness to cooperate — will destroy, alter, or conceal these records before a court order can be entered to preserve them. The loss of this evidence would cause irreparable harm to CPS's ability to prove its claims.
Second, advance notice to Harlow creates a risk of accelerated dissemination of the trade secret. If Harlow learns of this action before a TRO is entered, Harlow may accelerate its sales and distribution of ShieldCoat Pro 900 to additional customers — including customers beyond the five CPS customers already solicited — in an effort to maximize its profits before an injunction takes effect. Each additional sale further disseminates the CPS-BC-1147 formulation and compounds the irreparable harm to CPS's trade secret rights.
CPS's counsel certifies that no prior notice of this motion has been given to Defendants or their counsel. CPS's counsel has determined that prior notice should not be required because of the risks of evidence destruction and accelerated dissemination described above. Upon the Court's entry of the proposed TRO, CPS's counsel will promptly serve all Defendants with copies of the TRO, the Verified Complaint, this motion and memorandum, and all supporting declarations and exhibits.
CPS respectfully requests that the TRO issue for the maximum period permitted under Rule 65(b)(2) — fourteen (14) days, extendable for good cause shown or by consent of the adverse party — and that a hearing on CPS's motion for a preliminary injunction be set at the earliest practicable date.
V. REQUESTED RELIEF
WHEREFORE, CPS respectfully requests that the Court enter a Temporary Restraining Order providing the following relief:
1. Restraining Defendants Harlow Chemical Supply Inc., Gerald W. Norris, and Kenneth Fielding — and their officers, directors, employees, agents, representatives, successors, assigns, and all other persons acting in concert or participation with them — from manufacturing, marketing, distributing, selling, offering for sale, or otherwise exploiting ShieldCoat Pro 900 or any other product derived from, based upon, or incorporating CPS-BC-1147 or any CPS confidential information, trade secrets, or proprietary materials.
2. Orderi

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF OHIO EASTERN DIVISION

I. INTRODUCTION

II. STATEMENT OF FACTS

III. LEGAL STANDARD

IV. ARGUMENT

V. REQUESTED RELIEF

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