IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
[PROPOSED] ORDER GRANTING PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER
Date Submitted: March 5, 2025 Date Entered: March 7, 2025
This matter having come before the Court on Plaintiff Cascade Retail Holdings Inc.'s ("CRH" or "Plaintiff") Motion for Temporary Restraining Order and Preliminary Injunction (the "Motion"), filed concurrently with the Verified Complaint on March 5, 2025, and the Court having reviewed and considered the Verified Complaint, the Motion, the Memorandum of Law in Support of Plaintiff's Motion for Temporary Restraining Order and Preliminary Injunction, and the supporting declarations and exhibits submitted therewith — including the Declaration of Theresa Yun-Park (General Counsel, CRH), the Declaration of Roland Ashby (Chief People Officer, CRH), and the Declaration of Dr. Rajiv Anand of Pinnacle Forensics LLC (forensic technology expert) — and all other papers and proceedings herein, and having considered the arguments of counsel, the Court makes the following findings and enters the following Order:
RECITALS AND PRELIMINARY FINDINGS
I. Procedural Posture
1. On March 5, 2025, Plaintiff Cascade Retail Holdings Inc. filed its Verified Complaint in this action, asserting five counts against nine named Defendants — eight individual former employees and one corporate competitor. The five counts are as follows:
Count I: Breach of Restrictive Covenant against all eight individual Defendants (Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson);
Count II: Breach of Confidentiality Obligations against all eight individual Defendants;
Count III: Misappropriation of Trade Secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001 et seq. ("DUTSA"), against all eight individual Defendants and Defendant Verdana Commerce Group, Inc.;
Count IV: Tortious Interference with Contractual Relations against Defendant Verdana Commerce Group, Inc.; and
Count V: Civil Conspiracy against all Defendants.
2. Concurrently with the filing of the Verified Complaint, Plaintiff filed its Motion for Temporary Restraining Order and Preliminary Injunction, together with a Memorandum of Law in Support thereof. In support of the Motion, Plaintiff submitted the following sworn declarations and their attached exhibits:
(a) The Declaration of Theresa Yun-Park, General Counsel of Cascade Retail Holdings Inc., attesting to the existence and terms of the employment agreements at issue, the circumstances of the Individual Defendants' coordinated departure, the competitive relationship between CRH and Verdana Commerce Group, Inc., and the nature of the confidential and proprietary information to which the Individual Defendants had access during their employment;
(b) The Declaration of Roland Ashby, Chief People Officer of Cascade Retail Holdings Inc., attesting to the onboarding processes and acknowledgment procedures for restrictive covenant agreements, the roles and responsibilities of each Individual Defendant within CRH's merchandising division, the scope of confidential information accessible to each Individual Defendant, and the impact of the simultaneous departure on CRH's operations;
(c) The Declaration of Dr. Rajiv Anand of Pinnacle Forensics LLC, a forensic technology expert retained by Plaintiff, attesting to the forensic examination of CRH's Aldermere Systems and Pinnacle Health IT environments, the identification and quantification of data downloads conducted by the Individual Defendants prior to their resignation, and the nature and classification of the downloaded materials.
3. The Court has reviewed and considered all of the foregoing submissions, including the verified allegations of the Complaint, the legal arguments set forth in the Memorandum of Law, the declarations and attached exhibits, and all other papers and proceedings filed in this matter. The Court has also considered the applicable legal standards governing the issuance of a temporary restraining order under Court of Chancery Rule 65.
II. Findings Supporting Issuance of Temporary Restraining Order
4. The Court finds, on the present record and for the purposes of this preliminary stage of the proceedings, that Plaintiff has demonstrated a colorable basis for the relief sought and has satisfied the requirements for issuance of a temporary restraining order under Court of Chancery Rule 65. In making this determination, the Court has considered (a) whether Plaintiff has demonstrated a reasonable probability of success on the merits of its claims; (b) whether Plaintiff faces imminent and irreparable harm absent injunctive relief; (c) whether the balance of hardships favors the issuance of injunctive relief; and (d) whether the public interest is served by the entry of a temporary restraining order. The Court's specific findings with respect to each of these elements are set forth below.
A. Reasonable Probability of Success on the Merits.
5. Each of the eight Individual Defendants executed written employment agreements with CRH during the course of their employment, which agreements contain restrictive covenant provisions, including post-termination non-competition covenants, non-solicitation covenants covering employees and vendors, and confidentiality obligations. All such agreements expressly provide that they shall be governed by and construed in accordance with the laws of the State of Delaware, and each agreement contains a forum-selection clause designating the Court of Chancery of the State of Delaware as a proper venue for disputes arising thereunder.
6. The non-competition covenants contained in the Individual Defendants' respective employment agreements include post-termination restrictive periods of twelve (12) months for Defendants Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, and eighteen (18) months for Defendants Priya Rathore, Derek Linden, and Sonia Kaczmarek, reflecting the more senior positions held by the latter three individuals within CRH's merchandising organization.
7. In particular, Defendant Priya Rathore executed an Amended and Restated Employment Agreement dated March 15, 2021, in connection with her promotion to the position of Senior Vice President, Merchandising, which agreement contains an eighteen (18) month post-termination non-competition covenant covering the United States and a twenty-four (24) month non-solicitation covenant. Defendant Rathore's agreement further contains detailed confidentiality provisions defining "Confidential Information" to include, among other things, vendor negotiation strategies, private-label product development plans, pricing models, customer segmentation data, category expansion plans, and any proprietary methodologies or algorithms developed by CRH's merchandising division. The Rathore agreement was supported by adequate consideration, including a material increase in base compensation, a promotion to an officer-level position, and the grant of additional equity incentive awards.
8. On February 7, 2025, at approximately 4:47 PM Pacific Standard Time, all eight Individual Defendants submitted simultaneous letters of resignation from CRH, effective immediately. As attested by the Declaration of Roland Ashby, the eight resignation letters were submitted within a four-minute window and bore substantially similar formatting and language. The coordinated nature and near-simultaneous timing of these resignations, involving the most senior merchandising executive at CRH and seven additional senior members of the merchandising team, is indicative of a pre-arranged plan.
9. On February 14, 2025 — seven days after the coordinated resignations — Defendant Verdana Commerce Group, Inc. ("Verdana") publicly announced, by press release, the hiring of Defendant Priya Rathore as President of Merchandising & Strategy. The same press release announced the hiring of the remaining seven Individual Defendants in various senior merchandising roles within Verdana's organization, including positions in buying, category management, vendor relations, and private-label strategy. The press release touted the new hires as a "transformative" addition to Verdana's merchandising capabilities and specifically referenced the team's "deep expertise in category innovation, private-label development, and data-driven buying strategies" — categories of knowledge that directly implicate CRH's proprietary information and trade secrets.
10. Verdana Commerce Group, Inc. is a direct competitor of Cascade Retail Holdings Inc. The two companies compete in the retail sector across twenty-eight (28) overlapping product categories, including home goods, seasonal décor, and private-label apparel. As attested by the Declaration of Theresa Yun-Park, Verdana and CRH compete for the same vendor relationships, share overlapping customer bases in key geographic markets, and have made competing bids for category-specific private-label contracts in the twelve-month period preceding the Individual Defendants' resignations.
11. Plaintiff has further presented substantial evidence, through the Declaration of Dr. Rajiv Anand of Pinnacle Forensics LLC, that during the period between January 10, 2025 and February 4, 2025 — that is, in the approximately four weeks preceding the coordinated resignation — approximately 14,327 files, totaling approximately 2.8 gigabytes of data, were downloaded from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts by various members of the departing group. Dr. Anand's forensic analysis identified specific user accounts, download timestamps, file names, and destination storage locations associated with these transfers. The downloaded materials include, but are not limited to, the following categories of confidential and proprietary information:
(i) Materials related to CRH's confidential five-year category expansion plan known internally as "Project Ridgeline," a strategic initiative that encompasses CRH's planned entry into seven new product categories and the repositioning of existing categories, with projected incremental revenue of approximately $680 million over the planning horizon;
(ii) Vendor negotiation term sheets reflecting CRH's negotiated pricing, margin structures, exclusivity arrangements, and performance benchmarks with more than forty key vendors;
(iii) Private-label cost models detailing CRH's proprietary cost-of-goods calculations, margin targets, packaging specifications, and sourcing strategies for its private-label product lines, which account for approximately 31% of CRH's gross merchandise value;
(iv) Customer segmentation data derived from CRH's proprietary analytics platform, including demographic, behavioral, and transactional data used to inform merchandising and promotional strategies.
12. On the basis of the foregoing evidence, the Court finds that Plaintiff has demonstrated a reasonable probability of success on the merits of its claims for breach of restrictive covenant (Count I), breach of confidentiality obligations (Count II), and misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act (Count III). The Individual Defendants appear to have accepted employment with a direct competitor in roles that fall squarely within the scope of their non-competition covenants, well within the applicable restrictive periods. The forensic evidence of data exfiltration further supports a reasonable probability of success on the trade secret misappropriation claim. With respect to Plaintiff's claims against Verdana for tortious interference (Count IV) and against all Defendants for civil conspiracy (Count V), the Court finds that there is at least a colorable basis for relief sufficient to support the issuance of a temporary restraining order at this stage, without prejudice to further development of the record at the preliminary injunction hearing.
B. Imminent and Irreparable Harm.
13. Plaintiff has demonstrated that, absent the issuance of injunctive relief, it faces imminent and irreparable harm that cannot be adequately compensated by an award of monetary damages. CRH's merchandising division — the division from which all eight Individual Defendants departed — generated approximately $2.3 billion in gross merchandise value in fiscal year 2024 and is the single largest revenue-generating function within CRH's corporate organization. The Individual Defendants, by virtue of their senior positions within this division, had direct, extensive, and ongoing access to CRH's most sensitive proprietary information, including but not limited to vendor negotiation playbooks, seasonal buying algorithms and methodologies, private-label sourcing strategies, and the confidential Project Ridgeline category expansion roadmap.
14. The disclosure, use, or exploitation of such information by the Individual Defendants, or by Verdana Commerce Group, Inc. through the services of the Individual Defendants, in a competing business would cause harm to CRH that is inherently difficult, if not impossible, to quantify. Trade secret information, once disclosed, cannot be "unlearned" or recalled. Competitive strategies, once known by a rival, lose their strategic value permanently. The harm caused by the dissemination of confidential vendor pricing, margin structures, and negotiation strategies would extend to CRH's relationships with dozens of key vendors and would undermine CRH's competitive position in the marketplace in ways that no monetary award could adequately remedy. See Kan-Di-Ki, LLC v. Susi, 2015 WL 4503210 (Del. Ch. July 22, 2015); Granite Harbor Corporation Techs., Inc. v. Velmoran, 2010 WL 610725 (Del. Ch. Feb. 18, 2010).
15. The risk of irreparable harm is heightened by several factors specific to this case. First, the coordinated nature of the departure — involving the Senior Vice President of Merchandising and seven additional senior merchandising employees simultaneously — suggests a premeditated effort to transplant an entire operational team, together with its institutional knowledge and access to CRH's proprietary information, to a direct competitor. Second, the forensic evidence of substantial data exfiltration in the weeks prior to the resignations demonstrates that the Individual Defendants actively took steps to secure CRH's confidential materials before their departure, raising a strong inference that such materials were taken for the purpose of use in a competing business. Third, Verdana's public announcement touting the new hires' expertise in areas that directly correspond to CRH's proprietary methodologies and strategic plans underscores the immediacy of the competitive threat. The combination of these factors establishes that the risk of irreparable harm is not speculative or remote, but imminent and concrete.
C. Balance of Hardships.
16. The Court finds that the balance of hardships tips decidedly in Plaintiff's favor. The temporary restraining order imposes a limited, fourteen (14) day restraint on the Individual Defendants' commencement or continuation of merchandising-related roles at a single competitor, Verdana Commerce Group, Inc. The Individual Defendants are not precluded by this Order from engaging in other gainful employment, whether in non-merchandising roles at Verdana or in any capacity at any other company that is not in competition with CRH in a manner implicated by their restrictive covenants. The restraint is narrow in scope and brief in duration, designed solely to preserve the status quo pending a full hearing on the merits at the preliminary injunction stage.
17. By contrast, absent injunctive relief, CRH faces the immediate and potentially irreversible dissemination and use of its trade secrets and confidential competitive strategies by a direct rival. The potential harm to CRH — encompassing the loss of competitive advantage across twenty-eight overlapping product categories, the compromise of vendor relationships and private-label strategies representing approximately $713 million in annual revenue, and the permanent erosion of the value of the Project Ridgeline expansion plan — far outweighs the temporary inconvenience to Defendants of a brief restraint on the commencement of specific roles at one company. The hardship to Defendants is further mitigated by the fact that the restrictive covenants at issue were freely negotiated and supported by adequate consideration, and each Individual Defendant was on notice of the post-termination obligations at the time of departure.
D. Public Interest.
18. The public interest favors the enforcement of lawful contractual obligations and the protection of trade secrets. Delaware courts have long recognized the importance of protecting legitimate business interests through the enforcement of reasonable restrictive covenants, particularly where, as here, the covenants were supported by adequate consideration and are reasonable in scope, duration, and geographic reach. See EDIX Media Grp., Inc. v. Mahani, 2006 WL 3742595 (Del. Ch. Dec. 12, 2006). The public interest is also served by the preservation of the status quo pending a hearing on the merits, which allows for the orderly resolution of disputes and prevents the fait accompli that would result if Defendants were permitted to begin utilizing CRH's proprietary information in a competing business before the Court has had a full opportunity to consider the parties' respective positions.
19. Accordingly, the Court finds that all four prerequisites for the issuance of a temporary restraining order are satisfied, and the Motion is GRANTED on the terms set forth below.
OPERATIVE PROVISIONS
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:
Section 1. Temporary Restraining Order — Individual Defendants
Pending further order of this Court, Defendants Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Individual Defendants") are hereby temporarily restrained and enjoined as follows:
(a) Non-Competition Restraint. The Individual Defendants are temporarily restrained and enjoined from commencing, continuing, or performing employment, consulting, or advisory services in any merchandising, buying, category management, vendor relations, private-label strategy, seasonal planning, ecommerce merchandising, or category analytics capacity for or on behalf of Verdana Commerce Group, Inc. or any of its subsidiaries, affiliates, or successors. This provision does not preclude any Individual Defendant from accepting employment at Verdana Commerce Group, Inc. in a capacity that does not involve merchandising, buying, category management, vendor relations, private-label strategy, seasonal planning, ecommerce merchandising, or category analytics functions, provided that such employment does not involve the use or disclosure of CRH's Confidential Information or Trade Secrets as defined herein and in the Individual Defendants' respective employment agreements.
(b) Non-Disclosure Restraint. The Individual Defendants are temporarily restrained and enjoined from disclosing, using, transmitting, copying, reproducing, publishing, or permitting access to any Confidential Information or Trade Secrets (as those terms are defined in their respective employment agreements with Cascade Retail Holdings Inc.) to Verdana Commerce Group, Inc. or to any other person or entity not authorized by CRH to receive such information. This provision extends to all forms of disclosure, whether oral, written, electronic, or otherwise, and applies to Confidential Information and Trade Secrets in whatever form they may exist, including but not limited to documents, files, databases, spreadsheets, presentations, reports, analyses, algorithms, source code, models, methodologies, and any derivative works based thereon.
(c) Non-Solicitation of Employees. The Individual Defendants are temporarily restrained and enjoined from directly or indirectly soliciting, recruiting, encouraging, inducing, or attempting to solicit, recruit, encourage, or induce any current employee of CRH to terminate, modify, or otherwise alter his or her employment relationship with CRH, or to accept employment or engagement with Verdana Commerce Group, Inc. or any other competitor of CRH.
(d) Non-Solicitation of Vendors and Business Relationships. The Individual Defendants are temporarily restrained and enjoined from directly or indirectly soliciting, diverting, interfering with, or attempting to solicit, divert, or interfere with any vendor, supplier, or business relationship of CRH, including but not limited to any vendor or supplier with whom any Individual Defendant had contact or about whom any Individual Defendant obtained Confidential Information during the course of his or her employment with CRH.
Section 2. Temporary Restraining Order — Verdana Commerce Group, Inc.
It is further ORDERED that Defendant Verdana Commerce Group, Inc. is hereby temporarily restrained and enjoined as follows:
(a) Prohibition on Engagement in Merchandising Roles. Verdana Commerce Group, Inc. is temporarily restrained and enjoined from employing, engaging, or utilizing the services of any Individual Defendant in any merchandising, buying, category management, vendor relations, private-label strategy, seasonal planning, ecommerce merchandising, or category analytics capacity during the pendency of this Order. This prohibition extends to any employment, consulting, advisory, or independent contractor arrangement, whether formal or informal, in which any Individual Defendant would perform functions related to merchandising, buying, category management, vendor relations, private-label strategy, seasonal planning, ecommerce merchandising, or category analytics.
(b) Prohibition on Use of CRH Confidential Information and Trade Secrets. Verdana Commerce Group, Inc. is temporarily restrained and enjoined from receiving, accessing, using, reviewing, analyzing, incorporating, or otherwise benefiting from any Confidential Information or Trade Secrets of CRH, including but not limited to materials related to the strategic initiative known as "Project Ridgeline," vendor negotiation term sheets, private-label cost models, seasonal buying algorithms and methodologies, customer segmentation data, and any other proprietary information obtained from CRH or from any Individual Defendant. To the extent that Verdana Commerce Group, Inc. has already received or been provided access to any such Confidential Information or Trade Secrets, Verdana shall immediately sequester all such materials and shall not permit any employee, officer, director, agent, or consultant of Verdana to access, review, copy, or use such materials pending further order of this Court.
(c) Prohibition on Aiding and Abetting. Verdana Commerce Group, Inc. is temporarily restrained and enjoined from aiding, abetting, encouraging, facilitating, or otherwise assisting any Individual Defendant in the breach of his or her restrictive covenant obligations owed to CRH, including but not limited to non-competition, non-solicitation, and confidentiality obligations.
Section 3. Preservation of Evidence
It is further ORDERED that all Defendants — including each Individual Defendant and Verdana Commerce Group, Inc. — shall immediately take all steps necessary to preserve, and shall not destroy, delete, alter, overwrite, conceal, or remove from any location, any and all documents, electronically stored information, files, communications, recordings, or other materials (in whatever form or medium, including paper, electronic, and digital formats) related to CRH, CRH's business operations, CRH's Confidential Information or Trade Secrets, or the Individual Defendants' employment at CRH. This preservation obligation includes, without limitation, the following categories of materials:
(a) Any and all materials downloaded, copied, transferred, emailed, photographed, screen-captured, or otherwise obtained from CRH's systems, platforms, or environments — including Aldermere Systems, Pinnacle Health IT, and any other CRH-operated platforms, databases, or internal networks — between January 1, 2025 and the date of this Order;
(b) Any and all communications, whether by email, text message, instant message, chat application, social media platform, or any other medium, between or among any of the Individual Defendants, or between any Individual Defendant and any officer, employee, agent, or representative of Verdana Commerce Group, Inc., concerning the Individual Defendants' departure from CRH, their engagement by Verdana, or the transfer, use, or disclosure of any CRH information;
(c) Any and all documents, files, or materials residing on personal devices (including personal computers, laptops, tablets, smartphones, and external storage media), personal cloud storage accounts (including but not limited to Hollowell Health IT, Larkspur Technologies, Meridian Systems, Cobalt Ridge Systems, and box), personal email accounts, and any other storage medium or platform that contains or may contain CRH-related materials;
(d) Any and all hardware, devices, or storage media provided to any Individual Defendant by Verdana Commerce Group, Inc. that contain or may contain CRH-related materials.
Each Defendant shall take affirmative steps to implement litigation hold procedures to ensure compliance with this preservation obligation, including by notifying any relevant information technology personnel, cloud storage providers, and email service providers of the obligation to preserve the materials described herein.
Section 4. Duration
This Temporary Restraining Order shall remain in full force and effect for a period of fourteen (14) days from the date of its entry, that is, through and including March 21, 2025, at 11:59 PM Eastern Time, unless earlier modified, extended, or dissolved by further order of this Court. A hearing on Plaintiff's Motion for Preliminary Injunction has been scheduled for March 21, 2025, at a time to be set by the Court and communicated to the parties. In the event that the preliminary injunction hearing is continued or rescheduled, any party may move for an extension or modification of this Order, and the Court will consider such motion on an expedited basis.
Section 5. Injunction Bond Requirement
Pursuant to Court of Chancery Rule 65(c), and as a condition of the effectiveness of this Temporary Restraining Order, Plaintiff Cascade Retail Holdings Inc. is hereby required to post security in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) within two (2) business days of the entry of this Order, for the payment of such costs and damages as may be incurred or suffered by any party who is found to have been wrongfully restrained or enjoined by this Order.
(a) The security shall be posted in the form of a surety bond issued by a corporate surety authorized to do business in the State of Delaware and listed in the United States Treasury Department Circular 570. Evidence of the posting of such bond, including a copy of the bond instrument, shall be filed with the Register in Chancery promptly upon issuance.
(b) The Court has considered the amount of the bond in light of the potential costs and damages that Defendants may incur as a result of the restraint imposed by this Order, including the potential for lost compensation, disruption to employment arrangements, and other economic harms, and has determined that the amount of $2,500,000.00 is reasonable and appropriate under the circumstances.
Note for the Record: Plaintiff Cascade Retail Holdings Inc. posted the required bond on March 7, 2025, through Broadview Surety Corp., Bond No. BSC-2025-TRO-04419, in the amount of $2,500,000.00. A copy of the bond instrument has been filed with the Register in Chancery.
Section 6. Service
Plaintiff shall cause a copy of this Order to be served on each Defendant, and on counsel of record for each Defendant, by the most expeditious means practicable, including electronic mail and overnight delivery, within twenty-four (24) hours of the entry of this Order. Service shall be made as follows:
(a) Service on Individual Defendants: Each Individual Defendant shall be served at his or her last known residential address and by electronic mail at the last known email address on file with CRH. Service on Defendant Priya Rathore shall be made at 14 Harbor Ridge Lane, Bellevue, WA 98004, and by electronic mail. All other Individual Defendants shall be served at their respective addresses of record.
(b) Service on Verdana Commerce Group, Inc.: Verdana Commerce Group, Inc. shall be served upon Helen Tsoi, General Counsel, at 400 Christiana Gateway, Suite 700, Wilmington, DE 19801, and by electronic mail at the address provided by Verdana's counsel of record.
(c) Service on Counsel of Record for Individual Defendants: Catherine Nygaard, Whitfield, Nygaard & Doyle LLP, 1000 North Market Street, Suite 1500, Wilmington, DE 19801, and by electronic mail.
(d) Service on Counsel of Record for Verdana Commerce Group, Inc.: Gavin Blackhall, Blackhall & Soren LLP, 300 Delaware Avenue, Suite 900, Wilmington, DE 19801, and by electronic mail.
Plaintiff shall promptly file a certificate of service with the Register in Chancery confirming compliance with this provision.
Section 7. Right to Move for Modification or Dissolution
Any Defendant may move to modify or dissolve this Temporary Restraining Order upon three (3) business days' written notice to Plaintiff and all other parties, or upon such shorter notice as the Court may allow for good cause shown. The Court will consider any such motion on an expedited basis. Nothing in this Order shall be construed to limit any Defendant's right to seek emergency relief from this Order upon a showing of exigent circumstances warranting consideration on shortened notice.
Section 8. Preliminary Injunction Hearing
The hearing on Plaintiff's Motion for Preliminary Injunction is hereby set for March 21, 2025. The parties shall confer in good faith regarding a briefing schedule for any additional submissions in connection with the preliminary injunction hearing, including any responsive declarations, expert reports, or supplemental memoranda of law, and shall submit a proposed scheduling stipulation or, in the absence of agreement, competing proposals to the Court no later than March 10, 2025. In the event that Defendants intend to submit any materials in opposition to the Motion for Preliminary Injunction, such materials shall be filed in accordance with the schedule to be established by the Court.
Section 9. Binding Effect
This Order is binding upon each Defendant named herein, upon their respective officers, agents, servants, employees, and attorneys, and upon all other persons who are in active concert or participation with any Defendant and who receive actual notice of this Order by personal service or otherwise. Each Defendant shall take all steps necessary to ensure that any person acting on his, her, or its behalf, or in active concert or participation with him, her, or it, is made aware of and complies with the terms of this Order.
Section 10. Retention of Jurisdiction
The Court retains full jurisdiction over this matter for all purposes, including the enforcement of, and monitoring of compliance with, this Order, the adjudication of the Motion for Preliminary Injunction, the resolution of any disputes arising under this Order, and the imposition of sanctions or other remedies for any violation of this Order.
SO ORDERED this 7th day of March, 2025.
________________________________________
Vice Chancellor Margaret T. Zhao
PRESENTMENT / SUBMITTED BY:
Submitted by:
CALDERWOOD & HARKNESS LLP Counsel for Plaintiff Cascade Retail Holdings Inc.
Bernard Crawford (Del. Bar No. 5487) James Underwood (Del. Bar No. 6012) Devon Archer (Del. Bar No. 6298) 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-4100 Facsimile: (202) 555-4101
Renata Vasquez (Cal. Bar No. 319847) 601 South Figueroa Street, Suite 4200 Los Angeles, CA 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
Matter No. 1038-00006
CERTIFICATE OF SERVICE
I, Bernard Crawford, hereby certify that on March 7, 2025, I caused a true and correct copy of the foregoing [Proposed] Order Granting Plaintiff's Motion for Temporary Restraining Order to be served upon the following persons by electronic mail and by overnight delivery:
Catherine Nygaard, Esq. Whitfield, Nygaard & Doyle LLP 1000 North Market Street, Suite 1500 Wilmington, DE 19801 Counsel for Individual Defendants
Gavin Blackhall, Esq. Blackhall & Soren LLP 300 Delaware Avenue, Suite 900 Wilmington, DE 19801 Counsel for Verdana Commerce Group, Inc.
Priya Rathore 14 Harbor Ridge Lane Bellevue, WA 98004
Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson, at their respective last known addresses of record
Helen Tsoi, General Counsel Verdana Commerce Group, Inc. 400 Christiana Gateway, Suite 700 Wilmington, DE 19801
________________________________________
Bernard Crawford (Del. Bar No. 5487) CALDERWOOD & HARKNESS LLP
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
v.
PRIYA RATHORE, an individual; DEREK LINDEN, an individual; SONIA KACZMAREK, an individual; AMARA OSEI, an individual; BRENT HALVORSEN, an individual; LUCIA FERNANDEZ-GILL, an individual; NATHAN TSAO, an individual; KIRA JOHANSSON, an individual; and VERDANA COMMERCE GROUP, INC., a Delaware corporation,
<!-- indent:2 -->Defendants.<!-- /indent -->