IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
PLAINTIFF'S REPLY MEMORANDUM IN FURTHER SUPPORT OF ITS MOTION FOR PRELIMINARY INJUNCTION
Filed: March 17, 2025
Bernard Crawford (Bar No. 5738291) Renata Vasquez (Bar No. 3124876) James Underwood (Bar No. 5901247) Devon Archer (Bar No. 6013489) CALDERWOOD & HARKNESS LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-7200 Facsimile: (202) 555-7201
Attorneys for Plaintiff Cascade Retail Holdings Inc.
TABLE OF CONTENTS
TABLE OF AUTHORITIES
Cases
Statutes
Other Authorities
PRELIMINARY STATEMENT
This reply memorandum responds to Defendants' Opposition to Plaintiff's Motion for Preliminary Injunction, filed on March 15, 2025. The opposition was submitted by Whitfield, Nygaard & Doyle LLP on behalf of the eight individual defendants — Priya Rathore, Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson (collectively, the "Rathore Group") — and by Blackhall & Soren LLP on behalf of Defendant Verdana Commerce Group, Inc. ("Verdana" or "VCG").
Defendants' opposition rests on two central contentions: first, that the restrictive covenant provisions in the eight individual defendants' employment agreements with Cascade Retail Holdings Inc. ("CRH" or "Cascade") are overbroad and unenforceable under Delaware's reasonableness standard; and second, that CRH cannot demonstrate irreparable harm sufficient to warrant preliminary injunctive relief. Both arguments fail on the facts and the law.
As to enforceability, Defendants invite this Court to apply a standard of review far more searching than Delaware law demands. They conflate the well-settled "reasonableness" inquiry with a strict-scrutiny-like "least restrictive means" test, arguing that because the covenants could theoretically have been drawn more narrowly, they must be struck down. But Delaware courts have never required employers to draft the narrowest possible restriction — only one that is no broader than reasonably necessary to protect legitimate business interests. CRH's restrictive covenants easily satisfy that standard. They protect trade secrets, confidential business information, customer and vendor relationships, and the substantial investment CRH made in training, developing, and entrusting its most sensitive strategic information to these eight senior employees. The covenants are limited in duration (12 to 18 months), are limited in scope to merchandising and related competitive roles, and restrict employment only at direct competitors — precisely the category of companies positioned to exploit CRH's proprietary data. The geographic scope, covering the United States, is coextensive with CRH's national operations and is the only scope that would meaningfully protect CRH's interests in a nationwide omnichannel retail business generating $6.82 billion in annual revenue.
As to irreparable harm, the record could hardly be more compelling. The forensic report prepared by Dr. Rajiv Anand of Pinnacle Forensics LLC, submitted with CRH's opening brief on March 5, 2025, confirms that between January 10 and February 4, 2025, the Rathore Group downloaded 14,327 files — approximately 2.8 gigabytes — from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts. The exfiltrated materials include presentations, analyses, and raw data associated with Project Ridgeline, CRH's five-year strategic category expansion plan; proprietary vendor negotiation term sheets; private-label cost models; seasonal buying algorithms; and detailed customer segmentation data. These materials represent years of proprietary development and underpin the competitive strategy of CRH's merchandising division, which generated $2.3 billion in gross merchandise value in fiscal year 2024. The harm from disclosure of these materials to a direct competitor is, by its nature, irreparable.
The record before this Court now also includes two additional declarations submitted concurrently herewith. The Declaration of Sandra Fielding of Aurelian Investigations Group Inc. provides further evidence of the coordinated nature of the recruitment, including documentation of a January 6, 2025 dinner meeting in New York between Defendant Rathore, Verdana CEO Warren Dietrich, and Elliot Westbrook, the Managing Partner of Greystone Capital Partners, LP, which controls Verdana through its $8.5 billion Greystone Capital Fund VII, LP. The Declaration of Dr. Franklin Oberg of Veltrano Consulting Group LLC provides a preliminary damages analysis establishing that the potential harm from misuse of Project Ridgeline data alone could exceed tens of millions of dollars — yet the very difficulty of precise quantification confirms the inadequacy of monetary damages and the irreparable nature of the harm.
The coordinated resignation of eight senior merchandising employees at 4:47 PM PST on Friday, February 7, 2025; the pre-resignation exfiltration of 14,327 files of CRH's most sensitive proprietary data to personal cloud storage accounts; the immediate onboarding of the entire team by a direct competitor backed by $6.2 million in sign-on bonuses; and Verdana's public announcement of the hiring before CRH had even completed its initial investigation — these facts present precisely the scenario in which Delaware courts have not hesitated to grant preliminary injunctive relief.
The Court should enter a preliminary injunction.
I. ARGUMENT
A. The Restrictive Covenants Are Reasonable and Enforceable Under Delaware Law
1. Delaware's Reasonableness Standard Does Not Require Narrow Tailoring to the Degree Defendants Urge. Defendants devote the majority of their opposition to an attack on the enforceability of the restrictive covenants in the eight individual defendants' employment agreements. The thrust of their argument is that CRH's covenants are "overbroad" and thus unenforceable. But in making this argument, Defendants mischaracterize the governing standard.
Under Delaware law, a restrictive covenant ancillary to an employment agreement is enforceable if it is reasonable in geographic scope, temporal duration, and the scope of restricted activity, and if it is supported by adequate consideration. See FP UC Holdings, LLC v. Hamilton, 2020 WL 1492783, at 6 (Del. Ch. Mar. 27, 2020); All Pro Maids, Inc. v. Layton, 2004 WL 1878784, at 5 (Del. Ch. Aug. 9, 2004). The inquiry is one of "reasonableness" — whether the restraint is no broader than is reasonably necessary to protect the employer's legitimate business interests. See Restatement (Second) of Contracts § 188(1) (Am. L. Inst. 1981) (a restraint is unreasonable only if "the restraint is greater than is needed to protect the promisee's legitimate interest"). The legitimate business interests that may support a restrictive covenant include the protection of trade secrets and other confidential information, the preservation of customer and vendor relationships, and the recoupment of an employer's investment in specialized training and development. See Kan-Di-Ki, LLC v. Susi, 2015 WL 4503210, at 6 (Del. Ch. July 22, 2015); Del Monte Fresh Produce (S.E. Asia) Pte. Ltd. v. Ralli, 2018 WL 3328408, at 10 (Del. Ch. July 6, 2018).
Defendants attempt to transform this standard into something far more demanding. Their opposition repeatedly argues that CRH's covenants fail because they could have been drafted more narrowly — for example, by restricting the Rathore Group only from employment in specific geographic regions, or by defining "competitor" more narrowly, or by limiting the restricted activities to an even narrower subset of merchandising functions. Defs.' Opp'n at 12-18. This is not the law. Delaware courts do not ask whether the employer chose the "least restrictive means" of protecting its interests. The question is whether the means chosen were "reasonable" — that is, whether they were proportionate to the legitimate interests at stake. See All Pro Maids, 2004 WL 1878784, at *5 ("The court must determine only whether the covenant is 'reasonable,' not whether it represents the narrowest possible restraint.").
Defendants' conflation of "reasonableness" with "strict scrutiny" pervades their opposition and fatally undermines their enforceability argument. As demonstrated below, each element of CRH's restrictive covenants — duration, geographic scope, scope of restricted activity, and consideration — is reasonable and well within the bounds that Delaware courts have consistently enforced.
Moreover, Defendants' argument ignores the critical context in which these covenants must be evaluated. The eight individual defendants were not low-level employees with limited access to confidential information. They comprised the senior leadership of CRH's merchandising division — a division that generated $2.3 billion in gross merchandise value in fiscal year 2024 and that sits at the heart of CRH's competitive strategy. Each defendant had access to CRH's most sensitive proprietary information, including Project Ridgeline, the five-year strategic category expansion roadmap; proprietary vendor negotiation playbooks that took years to develop; seasonal buying algorithms that optimize CRH's inventory management across 387 brick-and-mortar locations; private-label sourcing strategies covering multiple product categories; and granular customer segmentation data used to drive category performance. The restrictive covenants were negotiated in light of precisely this level of access and trust. Defendants voluntarily agreed to these terms in exchange for senior positions, substantial compensation, and exposure to information that CRH treats as its most closely guarded competitive assets.
The legitimate business interests protected by CRH's covenants are beyond dispute, and the covenants are reasonable in all respects. Defendants' invitation to apply a more stringent standard should be rejected.
2. The Non-Compete Provisions Are Reasonable in Duration and Scope. Defendants challenge the duration and geographic scope of the non-compete provisions. Both challenges are meritless.
Duration. Defendant Rathore's employment agreement contains an 18-month non-compete. The remaining seven defendants' employment agreements contain non-competes ranging from 12 to 18 months, depending on each individual's seniority level and the date of their agreement. These durations are well within the range Delaware courts have consistently enforced for senior executives with access to highly sensitive strategic information. See Granite Harbor Corporation Techs., Inc. v. Velmoran, 2010 WL 610725, at 7 (Del. Ch. Feb. 18, 2010) (enforcing 18-month non-compete for senior employee with access to proprietary technology and customer relationships); Triton Const. Co. v. E. Shore Elec. Servs., Inc., 2009 WL 1387115, at 9 (Del. Ch. May 18, 2009) (enforcing two-year non-compete where employee had "extensive access to confidential business information"). Indeed, Delaware courts have enforced non-competes of two years and even longer where the circumstances warranted. See Centurion Serv. Grp., LLC v. Wilensky, 2017 WL 3476755, at *8 (Del. Ch. Aug. 14, 2017) (enforcing 24-month non-compete for former vice president).
Defendants argue that Rathore's 18-month non-compete is "unduly long" for a merchandising executive. Defs.' Opp'n at 14. But Rathore was not merely a "merchandising executive." She was the Senior Vice President of Merchandising for a national omnichannel retailer with $6.82 billion in annual revenue, responsible for overseeing the entirety of CRH's merchandising strategy — including the five-year category expansion plan known as Project Ridgeline, vendor relationships with hundreds of domestic and international suppliers, private-label development across multiple product categories, seasonal planning, pricing strategy, and eCommerce merchandising. The information to which Rathore had access would remain competitively sensitive for well beyond 18 months. A five-year strategic plan, by definition, retains its competitive value for years into the future. An 18-month restriction for an executive of Rathore's seniority and access is not merely reasonable; it is modest.
As for the other seven defendants, each held a vice president, director, or senior manager position within the merchandising division and had access to a significant subset of the same confidential information. Derek Linden served as Vice President of Hardlines Merchandising; Sonia Kaczmarek as Vice President of Softlines Merchandising; Amara Osei as Director of Private Label Strategy; Brent Halvorsen as Director of Seasonal Planning & Analytics; Lucia Fernandez-Gill as Director of Vendor Relations (Domestic); Nathan Tsao as Senior Manager of eCommerce Merchandising; and Kira Johansson as Senior Manager of Category Analytics. Non-compete periods of 12 to 18 months for employees at these levels, with this degree of access to confidential information, are squarely within the range Delaware courts have enforced. See Weichert Co. of Pa. v. Young, 2007 WL 4054471, at 6 (Del. Ch. Nov. 8, 2007) (enforcing 12-month non-compete for mid-level manager with access to proprietary systems and customer information); FP UC Holdings, 2020 WL 1492783, at 7 (enforcing 18-month non-compete for director-level employee).
Geographic Scope. Rathore's non-compete covers the United States. The remaining defendants' non-competes similarly cover the United States or, in certain cases, the specific markets in which CRH operates (which, as a practical matter, encompass the vast majority of the country). Defendants argue that a nationwide geographic scope is inherently unreasonable because it is "coextensive with the entire country." Defs.' Opp'n at 15.
This argument ignores the fundamental nature of CRH's business. CRH is a nationwide omnichannel retailer. It operates 387 brick-and-mortar retail locations across 34 states, and its eCommerce platform generates sales in all 50 states. In fiscal year 2024, CRH generated $6.82 billion in total revenue, with the merchandising division alone accounting for $2.3 billion in gross merchandise value. CRH's vendor relationships, private-label sourcing strategies, pricing algorithms, and customer segmentation data are not geographically limited — they apply across CRH's entire national footprint. A restriction limited to, say, a single state or region would provide no meaningful protection, because a competitor armed with CRH's nationwide trade secrets could exploit them in any market.
Delaware courts have repeatedly enforced nationwide non-competes for executives of national-scale businesses. See Granite Harbor Corporation Techs., 2010 WL 610725, at 7 (enforcing nationwide non-compete where employer operated nationally); Kodiak Bldg. Partners, LLC v. Adams, 2022 WL 17480913, at 10 (Del. Ch. Dec. 7, 2022) (enforcing non-compete with nationwide scope where company's operations were "conducted throughout the United States"); Triton Const., 2009 WL 1387115, at *9 (geographic scope coextensive with employer's market is reasonable). Where an employer's competitive interests span the entire country, the only reasonable geographic scope for a non-compete is likewise the entire country. Defendants' argument to the contrary is without support in Delaware law.
3. Defendants' "Overbreadth" Arguments Regarding Activity Scope Are Without Merit. Defendants next argue that the non-competes are overbroad because they purportedly bar the individual defendants from working "in any capacity in retail." Defs.' Opp'n at 16. This is a material mischaracterization of the contractual language.
The employment agreements do not prohibit defendants from working "in any capacity in retail." Each agreement restricts the defendant from engaging in "Competitive Employment," which is defined as employment in a "merchandising, category management, buying, sourcing, private-label development, or related strategic planning" role at a "Competing Enterprise." "Competing Enterprise" is in turn defined as any business that directly competes with CRH in the "retail sale of home goods, seasonal décor, hardlines, softlines, or related consumer products through brick-and-mortar retail locations, eCommerce platforms, or omnichannel distribution." See, e.g., Rathore Amended & Restated Emp. Agreement § 7(a) (March 15, 2021); Linden Emp. Agreement § 6(a) (Jan. 12, 2020).
These definitions are carefully tailored to protect CRH's legitimate interests. They restrict competitive employment specifically in merchandising roles — the very functions in which the defendants had access to CRH's most proprietary information. The restrictions do not prevent defendants from working in unrelated capacities at retail companies, nor do they prevent defendants from working in merchandising roles at non-competing businesses. They are targeted at the precise intersection of role and employer where the risk of harm to CRH is greatest.
The reasonableness of this activity scope is confirmed by the nature of the information at stake. The defendants had access to, and in many cases were the principal architects of, the following categories of confidential information:
• Project Ridgeline: CRH's five-year strategic category expansion roadmap, spanning fiscal years 2025 through 2029, which sets forth CRH's planned entry into new product categories, the projected capital allocation for each category ($430 million in aggregate over the five-year period), target vendor partnerships, anticipated margin profiles, and competitive positioning strategies.
• Vendor Negotiation Playbooks: Proprietary frameworks and term sheet templates used by CRH's merchandising team in negotiations with over 200 domestic and international vendors, including target cost structures, volume discount thresholds, co-marketing contribution requirements, and exclusivity terms.
• Seasonal Buying Algorithms: Proprietary algorithms developed by CRH's analytics team over a period of more than three years, used to optimize seasonal inventory purchases across 387 locations based on historical sales data, regional demand forecasting, and weather-pattern modeling.
• Private-Label Sourcing Strategies: Detailed cost models, manufacturing partner agreements, and quality-control protocols for CRH's private-label product lines, which account for approximately 22% of total merchandising revenue and carry margins approximately 800 basis points above comparable branded products.
• Customer Segmentation Data: Granular data sets derived from CRH's loyalty program (approximately 18.4 million active members), including purchasing frequency, category preferences, price sensitivity metrics, and lifetime value projections.
It is precisely this type of information that the restrictive covenants were designed to protect. And it is precisely this type of information that is at risk of exploitation if the defendants are permitted to continue in their current roles at Verdana.
The risk is not hypothetical. Verdana Commerce Group, Inc. directly competes with CRH in 28 overlapping product categories. In January 2025, Verdana publicly announced a "transformational growth initiative" targeting $4 billion in revenue by 2028 — up from $1.9 billion in fiscal year 2024. Critically, Verdana's announcement specifically cited expansion into CRH's strongest categories: private-label home goods and seasonal décor. Yun-Park Decl. ¶ 18; Ex. B (Verdana January 15, 2025 Investor Presentation). In other words, Verdana's stated strategic priorities are precisely the categories where CRH's proprietary data — now in the hands of the Rathore Group — is most valuable and most vulnerable.
Defendant Rathore's new title at Verdana — President of Merchandising & Strategy — is the direct competitive equivalent of her former CRH role and falls squarely within the definition of "Competitive Employment" in her employment agreement. Each of the other seven defendants has likewise been placed in merchandising roles at Verdana that directly overlap with their former CRH responsibilities:
The overlap is unmistakable. In every case, the Verdana role is functionally identical to the CRH role — the same function, the same level of responsibility, and the same competitive landscape. Defendants' contention that the activity scope of the covenants is overbroad is squarely refuted by the very positions they have accepted at Verdana. If the covenants were truly so broad as to bar defendants from "any capacity in retail," then the fact that each defendant immediately obtained a role at Verdana that mirrors their CRH role would be immaterial. But the covenants are not so broad. They are targeted, and they target precisely what the defendants are doing.
4. The Covenants Are Supported by Adequate Consideration. Defendants argue that the restrictive covenants for certain shorter-tenure employees lack adequate consideration. Defs.' Opp'n at 20-22. This argument is meritless.
Under Delaware law, continued employment and access to confidential information constitute adequate consideration for a restrictive covenant. See NCMIC Fin. LLC v. Artistry in Motion, Inc., 2014 WL 3611689, at 5 (Del. Ch. July 22, 2014); Centurion Serv. Grp., 2017 WL 3476755, at 7. The rationale is straightforward: an employee who receives continued employment, compensation, and access to the employer's confidential information receives ongoing value in exchange for the restrictive covenant. Where, as here, the covenant is part of the initial employment agreement — the employee's acceptance of the position itself constitutes consideration. See AMSCAN Holdings, Inc. v. Amscan Corp., 2007 WL 2681629, at *6 (Del. Ch. Sept. 10, 2007).
Each individual defendant's restrictive covenant was part of the initial employment agreement executed as a condition of employment with CRH. In addition, in Defendant Rathore's case, the restrictive covenant was reaffirmed in the Amended and Restated Employment Agreement dated March 15, 2021, which Rathore executed in connection with her promotion from Vice President to Senior Vice President of Merchandising. That agreement was supported by additional, substantial consideration: a $150,000 promotion bonus, payable in a lump sum upon execution of the amended agreement, and an enhanced restricted stock unit ("RSU") grant valued at $725,000, vesting over a four-year period from the promotion date.
Defendants focus their consideration argument on the shorter-tenure defendants, such as Tsao and Johansson, who joined CRH in 2022 and 2021, respectively. But even for these employees, the consideration is more than adequate. Each received a competitive compensation package as part of their initial employment, including base salaries, annual performance bonuses, equity awards, and a comprehensive benefits package. The specific compensation packages for all eight defendants are summarized as follows:
These are not nominal compensation packages. Each defendant received substantial economic value in exchange for agreeing to restrictive covenants that are limited in scope, duration, and geographic reach. Additionally, each defendant received ongoing access to CRH's most sensitive confidential information — access that CRH would not have provided absent the protective covenants.
Defendants' consideration argument reduces to the assertion that some of them did not receive additional consideration beyond their initial employment. But Delaware law does not require separate, additional consideration for a restrictive covenant executed contemporaneously with the commencement of employment. See NCMIC Fin., 2014 WL 3611689, at *5 (initial employment is sufficient consideration for non-compete executed at commencement of employment). Each defendant voluntarily agreed to these terms as a condition of employment or, in Rathore's case, as a condition of promotion. Having accepted the benefits of employment — including substantial compensation and access to CRH's most sensitive information — defendants cannot now disclaim the obligations they assumed in return.
5. Even if the Court Finds Any Provision Overbroad, Blue-Penciling Is Appropriate. Even if this Court were to find any temporal, geographic, or activity-scope element of the restrictive covenants to be marginally overbroad — which CRH does not concede — the appropriate remedy under Delaware law is judicial modification (commonly referred to as "blue-penciling"), not wholesale invalidation.
Delaware courts have the equitable power to reform overbroad restrictive covenants by narrowing them to the extent necessary to make them reasonable and enforceable. See All Pro Maids, 2004 WL 1878784, at 7 ("This Court has the power to blue-pencil an overbroad restrictive covenant, reducing its scope to one that is reasonable."); Del Monte Fresh Produce, 2018 WL 3328408, at 12 (reforming geographic scope of non-compete to match the scope of the employer's actual operations); Weichert, 2007 WL 4054471, at 8 (modifying temporal duration). Blue-penciling is particularly appropriate where, as here, the covenant was drafted in good faith and the alleged overbreadth, if any, is marginal. See FP UC Holdings, 2020 WL 1492783, at 9 (reforming non-compete rather than invalidating it where employer demonstrated good faith in drafting).
CRH has requested injunctive relief consistent with the covenant terms as written. CRH believes those terms are reasonable in all respects and fully enforceable. However, in the alternative, CRH would accept judicially modified terms that protect CRH's legitimate business interests to the extent this Court deems appropriate. What CRH cannot accept — and what the law does not require — is the complete invalidation of the covenants and the resulting green light for the Rathore Group to continue deploying CRH's trade secrets at a direct competitor without any restraint.
B. Cascade Has Demonstrated Irreparable Harm
1. The Data Exfiltration Alone Establishes Irreparable Harm. The cornerstone of CRH's irreparable harm showing is the undisputed data exfiltration conducted by the Rathore Group in the weeks preceding their coordinated resignation.
The forensic report prepared by Dr. Rajiv Anand of Pinnacle Forensics LLC, submitted as Exhibit 3 to CRH's opening brief, provides a comprehensive and uncontroverted account of the exfiltration. Between January 10 and February 4, 2025, the eight individual defendants collectively downloaded 14,327 files — approximately 2.8 gigabytes of data — from CRH's Aldermere Systems and Pinnacle Health IT environments to personal cloud storage accounts, including personal Hollowell Health IT, Larkspur Technologies, and Meridian Systems accounts. Anand Decl. ¶¶ 14-31. The downloads were conducted using CRH-issued laptops and, in some cases, personal devices connected to CRH's network through VPN. Id. ¶ 22.
The exfiltrated materials include:
• Twenty-three (23) Northgate Services Inc. presentations and associated Excel models comprising the Project Ridgeline strategic category expansion plan, including detailed five-year revenue projections, capital allocation plans, category entry strategies, and competitive positioning analyses. Anand Decl. ¶ 16.
• Forty-seven (47) vendor negotiation term sheets, covering CRH's relationships with its top-tier domestic and international vendors and including target cost structures, volume discount thresholds, exclusivity provisions, and co-marketing commitments. Id. ¶ 18.
• Twelve (12) private-label cost models, including manufacturing partner pricing, landed cost calculations, margin analyses, and quality-control protocols for CRH's proprietary product lines. Id. ¶ 19.
• Thirty-one (31) customer segmentation data sets and associated analytical models, derived from CRH's loyalty program data and including purchasing frequency distributions, category affinity scores, price elasticity estimates, and customer lifetime value projections. Id. ¶ 20.
• Eight hundred forty-six (846) additional files comprising category performance reports, seasonal demand forecasts, assortment planning templates, and competitive intelligence analyses. Id. ¶ 21.
These materials represent years of proprietary development. Project Ridgeline alone was the product of a 14-month strategic planning process involving CRH's senior leadership, external strategy consultants, and substantial investment of corporate resources. Yun-Park Decl. ¶ 22. The vendor negotiation playbooks reflect iterative refinement over multiple negotiation cycles and embody CRH's institutional knowledge regarding hundreds of vendor relationships. Id. ¶ 25. The customer segmentation data reflects the accumulated insights of CRH's 18.4-million-member loyalty program — data that CRH treats as among its most valuable competitive assets. Id. ¶ 28.
The harm from disclosure of these materials to a direct competitor is, by its nature, irreparable. Once trade secrets are communicated to a competitor, the competitive advantage they confer is permanently and irrevocably lost. The genie cannot be put back in the bottle. See Nucar Consulting, Inc. v. Doyle, 2005 WL 820706, at 8 (Del. Ch. Apr. 5, 2005) ("Once confidential information is disclosed, the damage cannot be undone."); Bayer Corp. v. Leung, 2016 WL 4530639, at 9 (Del. Ch. Aug. 26, 2016) (finding irreparable harm where departing employee transferred proprietary data to personal accounts prior to joining competitor). See also Restatement (Third) of Unfair Competition § 44 cmt. c (Am. L. Inst. 1995) ("The disclosure of a trade secret may inflict incalculable and irreparable harm upon the owner.").
Defendants do not dispute the factual findings of the Pinnacle forensic report. They do not contest that 14,327 files were downloaded to personal cloud storage accounts, nor do they contest the nature of the files. Instead, Defendants advance a single, unpersuasive defense: that the data was accessed "in the ordinary course of business." Defs.' Opp'n at 28.
This contention is belied by both the timing and the destination of the downloads. As to timing, the exfiltration began on January 10, 2025 — just four days after Defendant Rathore's January 6, 2025 dinner meeting with Verdana CEO Warren Dietrich and Greystone Managing Partner Elliot Westbrook at the Nomad Hotel in New York City. Fielding Decl. ¶¶ 8-12. Sandra Fielding of Aurelian Investigations Group Inc. attests that this dinner meeting lasted approximately two and a half hours and was arranged at the request of Dietrich through his personal assistant. Id. ¶ 9. The coincidence between the recruitment dinner and the commencement of data exfiltration is striking and devastating to defendants' "ordinary course" defense. Prior to January 10, 2025, none of the eight defendants had engaged in bulk downloads of CRH data to personal cloud storage accounts at any point during their employment. Anand Decl. ¶ 26.
As to destination, the downloads were made to personal cloud storage accounts — Hollowell Health IT, Larkspur Technologies, and Meridian Systems — not to CRH's business systems. Id. ¶ 22. No legitimate business purpose is served by transferring 2.8 gigabytes of CRH's most sensitive strategic data to personal accounts. CRH's Information Security Policy, which each defendant acknowledged in writing, expressly prohibits the transfer of confidential business information to personal storage accounts. Yun-Park Decl. ¶ 14; Ex. A-8 (CRH Information Security Policy § 5.3). The only reasonable inference from the timing and destination is that the downloads were conducted in anticipation of the defendants' departure and for the purpose of taking CRH's proprietary data to Verdana.
2. The Coordinated Nature of the Departure Amplifies the Harm. This is not a case of a single employee choosing to pursue a new opportunity. It is a coordinated raid on CRH's entire senior merchandising leadership team, planned over a period of weeks, executed with precision, and designed to maximize disruption to CRH's operations.
The Declaration of Roland Ashby, CRH's Chief People Officer, attests to the unprecedented scope and impact of the departure. In his 22 years in human resources, including 11 years at CRH, Ashby has "never witnessed a coordinated resignation of this scale and sophistication." Ashby Decl. ¶ 7. CRH's merchandising function — responsible for $2.3 billion in annual gross merchandise value and employing approximately 340 associates across buying, sourcing, planning, and analytics functions — was effectively decapitated overnight. Id. ¶ 9. The eight departing employees collectively held the top eight leadership positions in the merchandising division, and their simultaneous departure left the division without its senior leadership at a critical juncture in the fiscal year.
The coordinated nature of the departure is confirmed by forensic evidence from CRH-issued devices. Dr. Anand's forensic analysis identified encrypted messaging exchanges among members of the Rathore Group between January 13 and January 24, 2025, conducted through the Signal messaging application on CRH-issued mobile devices. Anand Decl. ¶¶ 32-38. Although the content of the Signal messages is encrypted and cannot be recovered from the devices, Dr. Anand identified metadata indicating that Rathore initiated a Sundial Software chat on January 13, 2025 — one week after the Dietrich/Westbrook dinner — and that messages were exchanged among all eight defendants with increasing frequency through January 24, 2025. Id. ¶ 34. Thereafter, the Signal application was deleted from all eight CRH-issued devices within a 48-hour window between January 25 and January 27, 2025 — a coordinated deletion that is itself probative of consciousness of wrongdoing. Id. ¶ 37.
The resignation itself was timed with surgical precision. All eight employees submitted simultaneous resignation letters via email at 4:47 PM PST on Friday, February 7, 2025. Ashby Decl. ¶ 11. The resignation letters were substantively identical in language, further confirming coordination. Id. ¶ 12; Ashby Decl. Ex. 1 (resignation letters). The timing — late on a Friday afternoon — was plainly designed to maximize disruption and minimize CRH's ability to respond before the following business week.
The aggregate sign-on bonuses paid by Verdana to the Rathore Group — $6,200,000 in total, including $1,500,000 to Rathore alone — further underscore the coordinated nature of the departure and the premium that Verdana (backed by Greystone Capital Partners, LP, through Greystone Capital Fund VII, LP, a fund with $8.5 billion in committed capital) placed on acquiring CRH's institutional knowledge. Yun-Park Decl. ¶ 33; Fielding Decl. ¶ 15. These are not merely generous compensation packages; they are inducements to breach restrictive covenants and carry CRH's trade secrets to a direct competitor.
In the wake of the coordinated departure, CRH has been forced to install VP Martin Cho as interim Senior Vice President of Merchandising while undertaking an emergency executive search for permanent leadership. Ashby Decl. ¶ 15. The disruption to CRH's operations has been severe, affecting vendor negotiations for the upcoming fall seasonal cycle, private-label product development timelines, and the execution of Project Ridgeline. Id. ¶¶ 16-19. Ashby further attests that CRH has already received inquiries from several key vendors expressing concern about the stability of their CRH partnerships, and that at least two vendor renegotiations scheduled for March 2025 have been postponed as a result of the leadership vacuum. Id. ¶ 20.
The harm caused by the coordinated departure of an entire leadership team is qualitatively different from, and far greater than, the harm caused by a single individual's breach. The cumulative effect is not merely additive; it is multiplicative. Each departing employee takes with them not only their individual knowledge but also their collective institutional memory, their working relationships with one another and with CRH's vendors and internal teams, and their shared understanding of CRH's strategic direction. The reconstruction of this institutional knowledge will take years, if it can be accomplished at all.
3. Monetary Damages Cannot Adequately Compensate CRH. Defendants argue that CRH's harm, if any, is compensable through monetary damages and that an injunction is therefore unnecessary. Defs.' Opp'n at 30-32. This argument is refuted by both the record and settled law.
The Declaration of Dr. Franklin Oberg of Veltrano Consulting Group LLC, submitted concurrently herewith, sets forth a preliminary damages analysis. Dr. Oberg, a recognized expert in economic damages quantification with over 20 years of consulting experience, opines that the potential harm from misuse of Project Ridgeline data alone could exceed tens of millions of dollars. Oberg Decl. ¶ 14. His analysis considers, among other factors, the development cost of the Project Ridgeline strategic plan (estimated at over $8 million, including internal labor, external consulting fees, and data analytics investments), the margin impact of CRH's private-label strategy (which generates margins approximately 800 basis points above comparable branded products on $507 million in private-label revenue), and the competitive harm that would result from a direct competitor deploying CRH's vendor negotiation playbooks and seasonal buying algorithms. Id. ¶¶ 15-22.
However, the very difficulty of quantifying such harm underscores why irreparable injury exists. As Dr. Oberg explains, the harm from trade secret misappropriation in the retail merchandising context is inherently difficult to measure because it manifests not as a single identifiable loss but as an erosion of competitive advantage across multiple product categories, vendor relationships, and customer segments over an extended period. Id. ¶ 23. The damage from disclosure of CRH's proprietary strategies to a direct competitor operating in 28 overlapping product categories — a competitor that has publicly stated its intention to expand into CRH's strongest categories — is, in Dr. Oberg's opinion, "fundamentally incalculable with reasonable certainty." Id. ¶ 24.
Verdana's stated goal of expanding from $1.9 billion to $4 billion in revenue by 2028 — specifically targeting private-label home goods and seasonal décor, CRH's strongest categories — means the competitive harm is not speculative but imminent and concrete. The question is not whether CRH will be harmed but how severely, and the answer depends on variables — how Verdana deploys CRH's data, which specific strategies it replicates, which vendors it approaches with CRH's proprietary pricing information — that are unknowable in advance and may never be fully knowable even after the fact.
This is precisely the type of harm that equity is designed to address. Monetary damages are an adequate remedy only where the harm can be quantified and the injured party can be restored to its pre-injury position through a damages award. Where, as here, the harm is inherently incalculable and the competitive advantage, once lost, cannot be restored, injunctive relief is the only adequate remedy.
4. Defendants' "Adequate Remedy at Law" Argument Ignores Settled Delaware Precedent. Defendants' contention that CRH can be made whole through monetary damages misunderstands the nature of the injury and ignores settled Delaware precedent.
Delaware courts have consistently held that breach of a restrictive covenant, particularly where accompanied by trade secret misappropriation, gives rise to a presumption of irreparable harm. See Nucar Consulting, 2005 WL 820706, at 7 ("A breach of a restrictive covenant is presumed to cause irreparable harm because the nature of the injury — damage to business relationships, loss of confidential information, and erosion of competitive advantage — is typically not susceptible to adequate measurement in monetary terms."); Strata-G Bus. Solutions, Inc. v. Jda Software Grp., Inc., 2010 WL 3377483, at 7 (Del. Ch. Aug. 26, 2010) (same).
The Delaware Uniform Trade Secrets Act itself provides for injunctive relief as a remedy for misappropriation. Del. Code Ann. tit. 6, § 2002. This statutory provision reflects a legislative determination that monetary damages are, by their nature, inadequate to remedy the harm caused by trade secret misappropriation. The DUTSA provides for damages as a complement to — not a substitute for — injunctive relief. See id. § 2003 (providing for damages "[i]n addition to or in lieu of injunctive relief").
Defendants cite no Delaware authority for the proposition that a plaintiff alleging both breach of restrictive covenant and trade secret misappropriation must demonstrate irreparable harm beyond the presumption arising from the breach itself. Their reliance on general adequacy-of-legal-remedy principles ignores the specific context of non-compete and trade secret cases, where Delaware courts have long recognized that the harm is, by definition, irreparable. See Bayer Corp., 2016 WL 4530639, at 9; Hough Assocs., Inc. v. Hill, 2007 WL 148751, at 6 (Del. Ch. Jan. 17, 2007).
Once CRH's proprietary strategies are deployed by Verdana — once Verdana uses CRH's vendor negotiation playbooks to undercut CRH's vendor pricing, once Verdana replicates CRH's private-label cost models, once Verdana exploits CRH's customer segmentation data to target CRH's most valuable customer segments — the competitive advantage is permanently lost. No amount of monetary damages can restore the status quo ante. That is irreparable harm, and it warrants injunctive relief.
C. The Balance of Equities Favors Cascade
1. CRH's Interests Outweigh Defendants' Claimed Hardship. In opposing injunctive relief, Defendants argue that enforcement of the restrictive covenants would impose undue hardship on the individual defendants by preventing them from working in their chosen field. Defs.' Opp'n at 34-36. When balanced against CRH's interests, however, Defendants' claimed hardship does not warrant denial of the injunction.
On one side of the scale, CRH faces the loss of proprietary trade secrets, vendor relationships, and competitive advantage that were built over years and are reflected in a merchandising division generating $2.3 billion in annual gross merchandise value. The harm to CRH is not merely financial; it is existential to the division's competitive position. If the Rathore Group is permitted to continue deploying CRH's data at Verdana, the competitive moat that CRH painstakingly constructed through years of investment will be permanently breached.
On the other side of the scale, Defendants' claimed hardship is, upon examination, neither severe nor inequitable. The individual defendants are not barred from all employment. They are restricted from competitive merchandising roles at direct competitors during a limited covenant period — precisely the type of restriction they voluntarily agreed to accept as a condition of their employment or promotion at CRH. See Wilmington Tr. Co. v. Consistent Asset Mgmt. Co., 1987 WL 8459, at *5 (Del. Ch. Mar. 25, 1987) (balance of equities favored enforcement where defendant "voluntarily assumed the obligation" and "cannot now complain that the obligation is burdensome").
Rathore's non-compete is 18 months from her February 7, 2025 resignation date, expiring on August 6, 2026. The other defendants' non-competes range from 12 to 18 months. These are finite periods that will expire in the normal course. During these periods, defendants are free to seek employment in non-merchandising roles, or in merchandising roles at non-competing businesses, or in any number of other capacities that do not implicate CRH's restrictive covenants.
Moreover, the record demonstrates that the individual defendants will not suffer financial hardship during any period of restricted employment. Verdana offered the Rathore Group compensation packages of exceptional generosity. Rathore herself was offered a $650,000 base salary, an 80% target bonus ($520,000), 1.5% of fully diluted VCG equity, and a $1,500,000 sign-on bonus. Fielding Decl. ¶ 16. The other defendants received similarly generous offers, including sign-on bonuses ranging from $350,000 to $900,000. Id. ¶ 17. The magnitude of these packages — totaling $6.2 million in sign-on bonuses alone — suggests that the defendants can weather a period of restricted employment without financial distress, particularly given the substantial compensation they accumulated during their tenure at CRH.
The balance of equities is not close. CRH's interest in protecting trade secrets and competitive advantage that took years to develop vastly outweighs the defendants' interest in working at one specific competitor during a limited period to which they voluntarily agreed.
2. Verdana's Conduct Weighs Heavily Against It. Verdana is not an innocent bystander in this dispute. The record demonstrates that Verdana orchestrated the coordinated recruitment of an entire senior leadership team from a direct competitor, with the apparent purpose of acquiring that competitor's institutional knowledge and trade secrets.
The January 6, 2025 dinner meeting between Verdana CEO Warren Dietrich and Greystone Managing Partner Elliot Westbrook with Defendant Rathore at the Nomad Hotel in New York City demonstrates that Verdana's most senior leadership — including the managing partner of Verdana's private equity backer — was personally involved in the recruitment. Fielding Decl. ¶¶ 8-12. This was not a routine talent acquisition conducted through Verdana's human resources department. It was a strategic initiative pursued at the highest levels of Verdana's organization and its financial sponsors.
Verdana's February 14, 2025 press release — titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth" — publicly announced the hiring of the entire Rathore Group just one week after the coordinated resignation and before CRH had even completed its initial investigation into the data exfiltration. Yun-Park Decl. ¶ 35; Ex. C (Verdana Press Release). The press release celebrated the "unparalleled retail merchandising expertise" that the team would bring to Verdana and explicitly linked the hiring to Verdana's "transformational growth initiative." Id. The timing and tone of the announcement suggest that Verdana intended to present the hiring as a fait accompli, preempting any effort by CRH to enforce its contractual rights.
Verdana knew or should have known of the restrictive covenant obligations binding the Rathore Group. The cease-and-desist letter sent by Calderwood & Harkness LLP on February 25, 2025 to Helen Tsoi, General Counsel of Verdana, put Verdana on actual notice of the covenants. Yun-Park Decl. ¶ 36; Ex. D (Cease-and-Desist Letter). But constructive knowledge arose far earlier. Any reasonable corporate acquirer, recruiting an entire senior leadership team from a direct competitor, would investigate whether those employees were subject to restrictive covenants. The failure to do so — or, more likely, the deliberate decision to proceed notwithstanding such covenants — weighs heavily against Verdana in the equitable balancing.
Verdana's opposition is notably silent on the question of what due diligence, if any, it conducted regarding the restrictive covenants before extending offers to the Rathore Group. This silence speaks volumes. A company that had conducted appropriate due diligence and concluded in good faith that the covenants were unenforceable would be expected to say so. Verdana's failure to address this issue permits the inference that it either knew of the covenants and proceeded in disregard of them, or recklessly failed to investigate — either of which weighs against Verdana in the balance of equities. See Kodiak Bldg. Partners, 2022 WL 17480913, at *12 (weighing competitor's knowledge of non-compete obligations in balance of equities).
3. The Public Interest Supports Enforcement. The public interest favors the enforcement of freely negotiated contractual obligations. Restrictive covenants play an important role in facilitating the efficient functioning of labor markets: they enable employers to share sensitive confidential information with employees — information necessary for those employees to perform their jobs — while providing assurance that the information will be protected if the employment relationship ends. If employers cannot rely on the enforceability of such covenants, the predictable consequence is that employers will share less information with employees, resulting in reduced efficiency and diminished economic output.
Allowing a well-funded competitor — backed by Greystone Capital Partners' $8.5 billion fund — to recruit and absorb an entire senior leadership team from a direct competitor in coordinated fashion, while knowing of existing restrictive covenants, would send a dangerous signal. It would incentivize precisely the type of anticompetitive conduct at issue here: the orchestrated raiding of a competitor's talent and trade secrets, with the calculation that the benefits of misappropriation will outweigh the costs of enforcement. The Court should not permit such conduct.
D. Cascade Is Likely to Succeed on the Merits of All Claims
1. Breach of Restrictive Covenant (Count I). The elements of CRH's breach of restrictive covenant claim are straightforward. Each of the eight individual defendants signed an employment agreement containing restrictive covenants governed by Delaware law. Each agreement includes a non-compete provision, a non-solicitation provision, and a confidentiality provision. Each defendant has accepted employment at Verdana Commerce Group, Inc. in merchandising roles that fall squarely within the definition of "Competitive Employment" as set forth in the applicable agreements.
Defendant Rathore signed her original Employment Agreement on June 3, 2019 and executed her Amended and Restated Employment Agreement on March 15, 2021 in connection with her promotion to Senior Vice President of Merchandising. Yun-Park Decl. ¶ 8; Ex. A-1 (Rathore Emp. Agreement); Ex. A-2 (Rathore Amended & Restated Emp. Agreement). The remaining seven defendants each signed employment agreements containing substantially similar restrictive covenant provisions at the commencement of their employment with CRH. Id. ¶ 9; Exs. A-3 through A-8 (individual employment agreements).
Defendants do not dispute that they are currently employed by Verdana. They do not dispute that they are serving in merchandising roles at Verdana that correspond to their former CRH responsibilities. They do not dispute that their employment agreements contain restrictive covenants. Their sole defense is that the covenants are unenforceable — an argument that CRH has addressed and rebutted in Section I.A above. Because the covenants are enforceable, defendants' breach is established.
Moreover, the breach is not merely technical. Each defendant left CRH to work for the most direct competitor in the market, in precisely the roles the covenants were designed to cover, during the applicable restricted period, after exfiltrating thousands of files of confidential information. This is the paradigmatic case of restrictive covenant breach. See Hartman v. Buckson, 467 A.2d 694, 697 (Del. Ch. 1983) (granting injunction where departing employee immediately joined direct competitor in substantially similar role).
2. Breach of Confidentiality Obligations (Count II). In addition to non-compete provisions, each employment agreement contains perpetual confidentiality obligations. Section 8 of each agreement (Section 9 in Rathore's Amended and Restated Agreement) provides that the employee shall not, during or after employment, "use, disclose, or make available to any third party" any "Confidential Information" of CRH, defined to include trade secrets, business plans, financial projections, vendor terms, customer data, pricing strategies, and other proprietary information. These obligations survive termination of employment without limitation.
The exfiltration of 14,327 files to personal cloud storage accounts — including Project Ridgeline materials, vendor negotiation term sheets, private-label cost models, and customer segmentation data — constitutes a clear breach of these confidentiality obligations. Each file that was transferred from CRH's secure systems to a personal cloud account was, by that act, "made available" outside CRH's control in violation of the confidentiality provisions.
Defendants' claim that they accessed the materials "in the ordinary course of business" is not a defense to the confidentiality claim. Even if the defendants accessed the materials for legitimate business purposes during their employment (which CRH does not concede as to the bulk downloads beginning January 10, 2025), the transfer of those materials to personal cloud storage accounts on the eve of departure was not in the ordinary course of business. It was a deliberate act of exfiltration — an act conducted in the four-week window between the Rathore-Dietrich recruitment dinner and the coordinated resignation, targeted at CRH's most sensitive strategic materials, and directed to personal accounts outside CRH's security perimeter. The timing and destination of the transfers are irreconcilable with any innocent explanation.
3. Misappropriation of Trade Secrets Under DUTSA (Count III). CRH's claim for misappropriation of trade secrets under the Delaware Uniform Trade Secrets Act, Del. Code Ann. tit. 6, § 2001 et seq. ("DUTSA"), is well-founded.
Trade Secret Status. The exfiltrated materials qualify as "trade secrets" under DUTSA. A trade secret is defined as information that (1) "derives 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) "is the subject of efforts that are reasonable under the circumstances to maintain its secrecy." Del. Code Ann. tit. 6, § 2001(4).
The Project Ridgeline materials, vendor negotiation term sheets, private-label cost models, seasonal buying algorithms, and customer segmentation data each satisfy both prongs. As to independent economic value, these materials derive substantial value precisely because they are not known to CRH's competitors. Project Ridgeline sets forth CRH's planned category expansions, capital allocation, and competitive positioning for the next five years — information that would be extraordinarily valuable to any competitor seeking to anticipate and counter CRH's strategic moves. The vendor negotiation playbooks, if known to vendors, would undermine CRH's bargaining position in future negotiations. The private-label cost models, if known to competitors, would enable them to replicate or undercut CRH's most profitable product lines. The customer segmentation data, if available to competitors, would enable them to target CRH's most valuable customer segments with precision.
As to reasonable secrecy measures, CRH maintained robust protections for these materials. Access to Project Ridgeline was restricted to a limited group of senior employees through Aldermere Systems permissions requiring individual authentication. Yun-Park Decl. ¶ 14. All Project Ridgeline documents were marked "CONFIDENTIAL — RESTRICTED DISTRIBUTION." Id. ¶ 15. CRH's Information Security Policy prohibits the transfer of confidential information to personal storage accounts. Id. ¶ 14. Each defendant acknowledged and agreed to the Information Security Policy in writing. Id. ¶ 16. And each defendant's employment agreement contains perpetual confidentiality obligations and specific provisions regarding the return of company materials upon termination. Id. ¶ 17.
Misappropriation. DUTSA defines "misappropriation" to include, among other things, the acquisition of a trade secret by a person who "knows or has reason to know that the trade secret was acquired by improper means," as well as the disclosure or use of a trade secret by a person who used improper means to acquire it. Del. Code Ann. tit. 6, § 2001(2). "Improper means" includes "theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy." Id. § 2001(1).
The exfiltration of 14,327 files to personal cloud storage accounts constitutes acquisition by improper means. The transfer violated CRH's Information Security Policy, breached the defendants' contractual confidentiality obligations, and was conducted in the context of a coordinated departure to a direct competitor. The subsequent employment of the Rathore Group at Verdana — in positions that directly overlap with their former CRH roles — constitutes threatened use and disclosure of the misappropriated trade secrets.
This claim runs against both the individual defendants, who personally conducted the exfiltration, and Verdana, which knowingly received the benefit of the improperly acquired information by hiring the entire Rathore Group in merchandising roles where the misappropriated data would be directly applicable.
4. Tortious Interference with Contractual Relations (Count IV — Verdana). CRH's claim against Verdana for tortious interference with contractual relations is supported by the record. To establish tortious interference under Delaware law, a plaintiff must show: (1) the existence of a valid contract; (2) the defendant's knowledge of the contract; (3) an intentional act by the defendant that is a significant factor in causing the breach of the contract; (4) the act was without justification; and (5) damages resulted. See Trusa v. Neovi Data Corp., 2017 WL 4700099, at *8 (Del. Ch. Oct. 19, 2017).
Each element is satisfied here. First, the employment agreements containing restrictive covenants are valid contracts — a point established in Section I.A above. Second, Verdana knew of the employment agreements and their restrictive covenant provisions, or willfully disregarded the likelihood of such provisions. The cease-and-desist letter of February 25, 2025 provided actual notice, and the circumstances of the recruitment — targeting an entire senior leadership team from a direct competitor — gave rise to constructive knowledge at an earlier date. Third, Verdana's conduct was a significant factor in causing the breach: Verdana initiated the recruitment through the January 6 dinner meeting, extended offer letters with sign-on bonuses totaling $6.2 million, and onboarded the Rathore Group into competitive merchandising roles in knowing disregard of their covenant obligations. Fourth, Verdana's conduct was without justification — there is no privilege or defense that entitles a competitor to orchestrate the mass breach of another company's employment agreements. Fifth, CRH has suffered damages, as established throughout this memorandum.
5. Civil Conspiracy (Count V). The record supports CRH's claim of civil conspiracy among the Rathore Group and Verdana. Under Delaware law, civil conspiracy requires: (1) a confederation or combination of two or more persons; (2) an unlawful act done in furtherance of the conspiracy; and (3) damages resulting from the action of the conspiracy. See Trusa, 2017 WL 4700099, at *10.
The coordinated nature of the departure provides compelling evidence of a conspiracy to breach the restrictive covenants and misappropriate CRH trade secrets. The evidence includes:
• The January 6, 2025 dinner meeting between Rathore, Verdana CEO Dietrich, and Greystone Managing Partner Westbrook, which initiated the recruitment. Fielding Decl. ¶¶ 8-12.
• Encrypted Signal messaging among all eight members of the Rathore Group between January 13 and January 24, 2025, demonstrating coordination and premeditation. Anand Decl. ¶¶ 32-38.
• Th