Judge Myong J. Joun: ELECTRONIC ORDER entered. The Court has reviewed C-4’s motion for preliminary injunction, the defendants’ opposition, C-4’s reply, the supporting declarations and exhibits, and the applicable law. The Court has also reviewed the defendants’ motion to strike and C-4’s opposition. The motion to strike, Doc. No. 36 , is DENIED and, for the reasons I’ll state briefly, the motion for preliminary injunction, Doc. No. 3 , is DENIED.
To obtain a preliminary injunction, C-4 must establish a likelihood of success on the merits, irreparable harm, that the balance of equities favors relief, and that an injunction is consistent with the public interest. Under First Circuit law, likelihood of success is the most important of those factors.
I begin with the restrictive covenant. C-4 has shown legitimate concerns arising from Duff’s departure after a lengthy period of employment and his decision to take a similar position with a direct competitor. It contends that Duff had access to confidential information concerning customers and prospects, pricing, pipeline information, and business-development strategy, and that his work at L2T will necessarily require him to draw upon that information.
But there is a substantial factual dispute about Duff’s actual role. C-4 characterizes him as a senior business-development employee with access to competitively sensitive information. Defendants characterize him essentially as an appointment setter who made a high volume of brief cold calls from lists supplied to him, did not participate in strategy, and handed interested prospects to sales personnel. On the present record, C-4 has not shown that the breadth of the noncompetition restriction it seeks to enforce is reasonably necessary to protect confidential information or customer goodwill rather than to prevent ordinary competition.
The trade-secret theory presents a similar problem. C-4 identifies categories of information that could qualify for protection, but it has not identified evidence that Duff downloaded, retained, disclosed, or actually used that information at L2T. Its present theory depends substantially on the proposition that disclosure is inevitable because Duff is performing similar work for a competitor. That is not enough, on this record, to justify the substantial remedy of prohibiting his employment.
There also is no present evidence that Duff has solicited a C-4 customer or prospect, caused a customer to leave C-4, or diverted identifiable business to L2T. And there are substantial questions concerning the scope of the nonsolicitation provision where, according to defendants, it could encompass a very large number of dealerships with which Duff had only brief contacts.
The claims against L2T likewise do not materially alter the analysis at this stage. There is a factual dispute concerning when L2T learned of Duff’s operative agreement. Defendants contend that C-4’s July demand supplied an earlier agreement and that L2T did not receive the operative 2017 agreement until this litigation commenced. The present record therefore does not establish a sufficiently strong likelihood of success on the interference claim to support preliminary relief.
Irreparable harm is an independent problem. C-4 has not identified a customer lost because of Duff, confidential information actually disclosed, or business actually diverted to L2T. Its attempt to connect Duff’s departure with a decline in July sales is, on this record, largely inferential. I have considered the contractual provision stating that a breach would cause irreparable injury. That provision is relevant, but it does not substitute for the showing of likely irreparable harm required for preliminary injunctive relief.
I also give some weight to timing. C-4 waited more than two months after Duff resigned and more than a month after learning that he had joined L2T before seeking emergency relief. During that period, C-4 has not identified a specific disclosure, solicitation, or customer loss that created a new emergency. That delay is not dispositive, but it weighs against the assertion that immediate removal of Duff from his employment is necessary to prevent irreparable injury.
Finally, the balance of hardships does not favor the broad relief requested. C-4 plainly has a legitimate interest in protecting confidential information and goodwill. But the requested injunction would prevent Duff from working for his present employer and impose substantial hardship on him, while the pre... (truncated)