TLS Management and Marketing Services LLC v. Rodriguez-Toledo et al
Filing
215
OPINION and ORDER granting 130 Motion for Preliminary Injunction. The parties are strongly urged to explore settlement.Signed by US Magistrate Judge Bruce J. McGiverin on March 30, 2017. (McGiverin, Bruce)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
TLS MANAGEMENT AND MARKETING
SERVICES LLC,
Plaintiff,
Civil No. 15-2121 (BJM)
v.
RICKY RODRIGUEZ-TOLEDO, et al.,
Defendants.
OPINION AND ORDER
TLS Management and Marketing Services LLC (“TLS”) brought this action
against, among others, Ricky Rodriguez-Toledo (“Rodriguez”), ASG Accounting
Solutions Group, Inc. (“ASG”), and Global Outsourcing Services LLC (“GOS”), alleging
violation of, inter alia, the Industrial and Trade Secret Protection Act of Puerto Rico (the
“Act”), P.R. Laws Ann. tit. 10 §§ 4131–4141. Docket No. 74. Claims arising under the Act,
along with other state-law claims and claims arising under Title I of the Electronic
Communications Privacy Act, survived defendants’ motion to dismiss. Docket No. 173.
TLS moved for preliminary injunctive relief under the Act against Rodriguez, ASG, and
GOS, Docket Nos. 130, 134, 139-1, 145, 154, 175, and defendants opposed. Docket Nos.
136, 143, 158, 176. The case is before me on consent of the parties. Docket No. 93.
For the reasons set forth below, preliminary injunctive relief is GRANTED.
BACKGROUND1
TLS is a Puerto Rico limited liability company that employs tax lawyers, tax
accountants, and business executives to provide tax planning and consulting services. Am.
V. Compl. ¶¶ 11, 24. TLS has developed tax strategies, insurance strategies, customer lists,
1
This account is drawn from the amended verified complaint, Docket No. 74, and the
documentary evidence attached to the parties’ filings. Docket Nos. 130, 134, 136, 139-1, 143, 145,
154, 158, 175, 176. TLS moved to have its motion decided upon the documentary evidence in the
record, and defendants did not request an evidentiary hearing. Docket No. 130 at 4.
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
2
and other confidential information, and has stored that information on an online business
account at the domain name “Dropbox.com” (“Dropbox”).2 Id. ¶¶ 60, 61. TLS’s Dropbox
is for the “exclusive use” of its employees, and Dropbox requires a business account to be
used “in compliance with” an employer’s “terms and policies.” Id. ¶¶ 60, 75. ASG employs
certified public accountants, and offers, among other things, tax planning and tax
preparation services. Id. ¶ 26. Rodriguez previously served as ASG’s “principal director,”
and Lorraine Ramos (“Ramos”) remains a “principal” for ASG. Id. ¶¶ 13, 27, 65. In March
2012, TLS offered Rodriguez the company’s “finance director” position, subject to his
execution of a confidentiality and nondisclosure agreement. Id. ¶¶ 12, 28. Rodriguez
accepted the offer, and was set to start the new position in August 2012. Id. ¶ 28.
Upon accepting this offer, Rodriguez executed a subcontractor agreement (“SCA”)
between TLS and ASG. Id. ¶ 29. Under the SCA, ASG was required to perform various
tasks for the benefit of TLS, such as developing cash-flow and financial models that
projected the value of TLS’s services to prospective clients. Id. ¶ 30. The SCA prohibited
ASG from disclosing confidential information, restricted the use of that information “for a
purpose that is necessary in carrying out the provisions of th[e] agreement,” and required
ASG to inform TLS of any unauthorized disclosures of the confidential information. Id. ¶¶
31–33. The SCA defines “confidential information” broadly to include information like
TLS’s business methods and procedures, costs, products, formulae, prices, marketing
channels and relationships, prospective and executed contracts, identities of strategic
partners, business arrangements, project plans, and clients or prospective clients. Id. ¶ 32.
And works made for hire pursuant to the SCA were also classified as confidential under
this agreement. Id. ¶¶ 34, 35. The SCA additionally required Rodriguez to return all
confidential information upon the termination of his employment with TLS. Id. ¶ 40.
Dropbox is “a web-based file hosting service that uses ‘cloud’ storage to enable users to
store and share files with others across the Internet using file synchronization.” Frisco Med. Ctr.,
L.L.P. v. Bledsoe, 147 F. Supp. 3d 646, 652 (E.D. Tex. 2015); see also United States v. Wilson, –– F.
2
Supp. 3d ––, 2016 WL 6683268, at *2 (D.D.C. Nov. 14, 2016).
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
3
In July 2012, Rodriguez requested permission to start his employment at TLS in
September 2012, and agreed to extend the SCA until that month. Id. ¶ 41. The following
month, TLS offered Rodriguez a different position—the company’s “managing director”
position, so long as he signed a confidentiality and nondisclosure agreement (the “NDA”).
Id. ¶ 42. Rodriguez’s NDA prohibited him from disclosing confidential information. Id. ¶¶
45, 47. The NDA, like the SCA, defined “confidential information” broadly. Id. ¶¶ 45, 47.
Rodriguez accepted the offer and began working as TLS’s managing director in early
September 2012. Id. ¶ 42. To perform his duties, Rodriguez was issued a laptop, a TLS email account, and company-issued equipment. Id. ¶ 50.
In January 2015, Rodriguez resigned from his employment at TLS. Id. ¶¶ 59, 78.
After resigning, Rodriguez became GOS’s managing director. Id. ¶ 82. Rodriguez formed
GOS while he was still employed at TLS, and GOS currently competes with TLS. Id. ¶ 82;
Docket No. 134-3. TLS later learned that, before Rodriguez resigned from TLS, he
transferred many confidential documents, including a template of TLS’s operating
agreement, from TLS’s Dropbox into a folder titled “Global Outsources Services.” Docket
No. 134 ¶¶ 6–9. A file within the GOS folder was titled, in Spanish, “Conversation Topics
About New Business.” Docket No. 134 ¶ 7. In this vein, Rodriguez hesitantly admits that
“[d]uring his employment at TLS, he may have created a ‘GOS’ folder within . . . TLS[’s]
Dropbox account.” Docket No. 136 at 5. And Rodriguez has also admitted that he and
Ramos accessed TLS’s Dropbox from a shared laptop. Docket No. 133-1 at ¶ 3. TLS
commenced this action in August 2015, claiming, among other things, that Rodriguez has
misappropriated TLS’s confidential information.
DISCUSSION
TLS contends that there is ample evidence to grant a preliminary injunction
pursuant to the relief afforded by the Act. Docket Nos. 130, 134, 139-1, 145, 154, 175.
Defendants raise various meritless arguments in asserting that preliminary injunctive relief
is unwarranted. Docket Nos. 136, 143, 158, 176.
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
4
The federal standard for obtaining preliminary injunctive relief requires a plaintiff
to demonstrate “that he is likely to succeed on the merits, that he is likely to suffer
irreparable harm in the absence of preliminary relief, that the balance of equities tips in his
favor, and that an injunction is in the public interest.” Winter v. Nat. Res. Defense Council,
Inc., 555 U.S. 7, 20 (2008); P.R. Hosp. Supply, Inc. v. Bos. Sci. Corp., 426 F.3d 503, 507
(1st Cir. 2005). A federal court may also grant an injunction pursuant to a pendent statelaw claim. See FDIC v. Antonio, 843 F.2d 1311, 1313 (10th Cir. 1988)(district court could
issue injunction “under [a] Colorado statute,” making it unnecessary to “consider the
injunction’s validity under traditional equitable doctrines or” a federal statute); Roe v.
Operation Rescue, 919 F.2d 857, 867 (3d Cir. 1990) (“injunction, which rests
independently” on state-law grounds, “must be upheld regardless of the merits of” the
federal claim); N. Va. Women's Med. Ctr. v. Balch, 617 F.2d 1045, 1049 (4th Cir. 1980)
(same); Leen v. Carr, 945 F. Supp. 1151, 1153 (N.D. Ill. 1996) (although plaintiffs “sought
a preliminary injunction only on their state law claim” and “the preliminary injunction
hearing testimony addressed only the state law claim, jurisdiction is still proper.”).
TLS has moved for a preliminary injunction pursuant to the Act rather than the
federal claims alleged in the amended verified complaint. The Act provides that “[i]n all
cases in which it is proven that an industrial or trade secret has been misappropriated, the
court may issue a preliminary injunction order, for which the plaintiff shall not be under
the obligation to prove irreparable damages.” Id. § 4136 (emphasis added). Where a state
law provides for injunctive relief and that relief is “not tied to a showing of irreparable
injury,” the court need not make findings as to that part of the test for injunctive relief. See
Waterproofing Sys., Inc. v. Hydro-Stop, Inc., 440 F.3d 24, 33 (1st Cir. 2006); Pearl
Investments, LLC v. Standard I/O, Inc., 297 F. Supp. 2d 335, 337 (D. Me. 2004) (“When
state law defines the underlying substantive right, state law also governs the availability of
such equitable remedies as a permanent injunction”); Systema de P.R., Inc. v. Interface Int'l,
23 P.R. Offic. Trans. 347 (P.R. 1989) (in the context of a request for preliminary injunctive
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
5
relief pursuant to Puerto Rico Law 75, P.R. Laws Ann. tit. 10, §§ 278–278d, which also
does not require a showing of irreparable harm, “courts should apply the equity tests
established in the classical injunction case law, tempered for purposes of Act No. 75.”).
A.
Likelihood of Success
TLS contends that injunctive relief should be awarded because defendants have
used or divulged confidential information that can be divided into four categories: TLS’s
(1) methods, systems, and procedures; (2) costs, prices, and formulas; (3) prospective and
executed contracts and other business arrangements; and (4) agents, contractors, and
partners. Docket No. 130 at 5. The Act provides that “[a]ny natural or juridical person who
misappropriates a trade secret shall be held accountable for any damages caused to its
owner.” P.R. Laws Ann. tit. 10, § 4134. An “industrial or trade secret” is defined as “any
information . . . [t]hat has a present or a potential independent financial value or that
provides a business advantage, insofar as such information is not common knowledge or
readily accessible through proper means by persons who could make a monetary profit
from the use or disclosure of such information, and . . . for which reasonable security
measures have been taken, as circumstances dictate, to maintain its confidentiality.” Id. §§
4132(a)–(b). The Act defines “information” as “[k]nowledge that broadens or clarifies
knowledge already garnered. It includes, but is not limited to, any formula, compilation,
method, technique, process, recipe, design, treatment, model or pattern.” Id. § 4131(a).
“Measures that can be deemed to be reasonable to maintain the confidentiality of
the trade secret include,” inter alia, “requiring company employees authorized to access
such information to sign confidentiality agreements,” “establishing control measures for
the use of or access to such information by company employees,” or “implementing any
technologically available measures when publishing or transmitting such information over
the Internet, including the use of email, web pages, message boards, and any other
equivalent medium.” Id. §§ 4133(c), (g), (h). And “misappropriation” includes, among
other things, “the disclosure or use of a trade secret belonging to another without his/her
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
6
express or implicit consent, by a person who . . . at the time of disclosure or use . . . knew
or should have known that such trade secret was . . . obtained under circumstances from
which a duty to maintain confidentiality or to limit use ensues.” Id. § 4134(b)(2)(B).
In this case, because TLS kept its confidential information electronically stored in
a Dropbox accessible only to its employees, and because Rodriguez signed the SCA and
NDA, TLS took reasonable measures to maintain the confidentiality of its trade secrets.
See id. § 4133(c), (g), (h). Rodriguez agreed in the SCA and NDA that the categories of
information detailed above constituted TLS’s confidential information, and so he likely
knew or should have known that he was under a duty not to use or disclose documents in
TLS’s Dropbox or any other inside information gained while employed at TLS. See id. §
4134(b)(2)(B). And the information TLS underscores, which is detailed below, likely
constitutes a “trade secret” because it is not “common knowledge” and it is likely that the
information either has “a potential independent financial value” or “provides a business
advantage.” Id. §§ 4132(a)–(b). Indeed, after leaving TLS, Rodriguez used much of TLS’s
inside information, which is detailed below, in apparent attempts to eat TLS’s lunch. This
shows, at the very least, that the information likely “provides a business advantage.”
TLS has proffered sufficient evidence to demonstrate that it can likely show that
Rodriguez “misappropriated” confidential trade secrets after leaving TLS in January 2015.
With respect to the first category of information described above, TLS has proffered
sufficient documentary evidence to show that Rodriguez has divulged TLS’s business
methods, systems, and procedures after leaving his employment with TLS. A few examples
will suffice. First, in June 2015, Rodriguez had conversations with TLS’s clients in which
he referenced TLS’s business methods and procedures relating to lending, collateral, and
insurance—namely—the portion of a formula that related to $50,000 charged by TLS in
connection with the provision of certain services. Docket No. 130-2 at 3. Rodriguez
disaggregated the $50,000 figure into two component parts and suggested that part of the
fee charged was unnecessary and solely for the profit of TLS. Id. Second, in August 2015,
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
7
Rodriguez discussed TLS’s organization and structure with Jay Harris (“Harris”) and
divulged that the “lack of business registration by TLS [in] a given state . . . has been used
successfully in the past against them.” Docket No. 130-22 at 1. Third, in September 2015,
Rodriguez revealed to Bob Regnuso, a client of TLS, how TLS had handled the request of
a different client of TLS. Docket No. 130-16 ¶ 4.
With respect to the second category of information, TLS has proffered sufficient
documentary evidence to show that Rodriguez has improperly divulged TLS’s costs,
prices, and formulas to third parties. Two illustrative pieces of evidence suffice. First, in
June 2015, Rodriguez disclosed the formula for calculating a $50,000 fee charged by TLS
and suggested that part of the fee was unnecessary. Docket No. 130-2 at 3. Second, in June
2015, Rodriguez discussed with Harris the cost of various services charged by TLS and
told him that certain services “should” have been charged at a different rate—saying, “Why
is the expense account balance on TLS[’s] Management Fee Expense only $1,800. It should
be $10,000 . . . .” Docket No. 130-24 at 1. While Rodriguez highlights that TLS’s clients
were already aware of the fees charged, he has proffered insufficient evidence to show that
TLS’s clients or the public knew how TLS calculated its fees. Disclosing such information
likely gave defendants a business advantage by nudging some of TLS’s clients to end their
business with TLS out of a perception that they were being incorrectly charged. Harris, for
example, took his business elsewhere in June 2015—namely—to a company where
Rodriguez was designated an “authorized person.” Am. V. Compl. ¶¶ 83, 84.
With respect to the third category of information, TLS has adduced enough
evidence to show that Rodriguez has divulged information relating to its executed contracts
and other business arrangements. For example, in August 2015, Rodriguez discussed with
TLS clients the provisions of their contracts with TLS, and also disclosed that he had
consulted the matter with local attorneys. Docket No. 130-41. There is also evidence
suggesting that Rodriguez largely copied the template of an operating agreement created
by TLS when a new limited liability company was created. Docket No. 130-36. Moreover,
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
8
in June 2015, Rodriguez discussed with Brad Schumacher the contents of a contract that
Rodriguez created while working at TLS. Docket No. 130-4 at 2. And, in July 2015,
Rodriguez told Harris about two of TLS’s contracts that were canceled and asked Harris to
“keep this between us.” Docket No. 130-32. With respect to the final category of
information, TLS has shown that Rodriguez directed several TLS clients to Todd Mardis,
a sales channel for TLS, as well as to Hebe Lugo, a service provider for TLS. Docket Nos.
130-2, 130-46. Rodriguez does not suggest that he was authorized to disclose any of the
foregoing confidential information, and so TLS is likely to succeed on the merits.
Notwithstanding the above, defendants contend that TLS is not entitled to
injunctive relief because there is no “evidence” or “arguments” relating to whether
Rodriguez accessed or intercepted TLS’s Dropbox without authorization. But while
unlawful interception and unlawful access are the linchpins of the conduct prohibited by
Titles I and II of the Electronic Communications Privacy Act, respectively, TLS has moved
for injunctive relief under the Act—which specifically seeks to stop misappropriation of
confidential information constituting a trade secret. See, e.g., United States v. Councilman,
418 F.3d 67, 72, 81 (1st Cir. 2005) (en banc); P.R. Laws Ann. tit. 10, § 4134. And such
misappropriation can occur even if a defendant did not intercept or access an electronic
communication. See, e.g., P.R. Laws Ann. tit. 10, § 4134. Indeed, unauthorized disclosure
of another’s trade secret “obtained under circumstances from which a duty to maintain
confidentiality or to limit use ensues” is sufficient to establish “misappropriation.” Id.
Rodriguez next suggests that he was permitted to use TLS’s confidential
information in advising clients who no longer wanted to use TLS’s services. But TLS does
not contend at this juncture that Rodriguez is prohibited from working as a certified public
accountant. And TLS correctly underscores that because Rodriguez expressly agreed in the
SCA and the NDA not to use TLS’s confidential information, he may not use that
confidential information to obtain a business advantage. Moreover, the uncontroverted
evidence shows that, while Rodriguez was employed at TLS, he copied many documents
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
9
into a file named GOS—the company he began operating after leaving TLS. And because
Rodriguez has also admitted that he and Ramos used a shared laptop to access TLS’s
Dropbox, there is a reasonable inference that Rodriguez (who spearheads GOS) and Ramos
(who leads ASG) obtained TLS’s confidential information. See, e.g., Bledsoe, 147 F. Supp.
3d at 652 (“When files are uploaded to Dropbox by a user, they automatically ‘sync’ with
another computer selected by the user, meaning that the files are transferred from one
computer to another.”).
In a last-ditch attempt to prevent the issuance of a preliminary injunction,
defendants raise two red herrings and one additional meritless argument. First, Rodriguez
suggests he kept some of TLS’s confidential documents in case they were needed for a
peer-review process instituted by others in his profession. Docket Nos. 145, 176. But even
if this is true, a dubious proposition since Rodriguez now admits he was not subject to the
peer review program, this contention does not do away with all the communications
Rodriguez had with third parties in which he disclosed information that likely constitutes
TLS’s trade secrets. Docket No. 176 at 2. Second, Rodriguez claims that the court should
not issue a preliminary injunction because he has reported to the IRS allegedly unlawful
conduct by TLS. Docket No. 136 at 11–12. But the record evidence shows that Rodriguez
has disclosed confidential information to parties other than the IRS in apparent attempts to
gain a business advantage, and nowhere in TLS’s briefing or proposed order does TLS
claim that the court should prohibit defendants from participating in any proceeding before
a government agency. Docket Nos. 130, 130-47, 134, 139-1, 145, 154, 175. In any event,
the injunction that will issue should not be interpreted to prohibit any such participation.3
Finally, defendants contend TLS’s motion is “moot” by suggesting Rodriguez no
longer has any confidential documents. But even assuming arguendo that Rodriguez no
In this vein, it is noteworthy that “allegations of purely private wrongdoing are not
protected disclosures under” the Whistleblower Protection Act, as amended by the Whistleblower
Protection Enhancement Act. See Aviles v. Merit Sys. Prot. Bd., 799 F.3d 457, 466 (5th Cir. 2015).
3
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
10
longer has any of TLS’s confidential documents in his possession, the likely circumstance
that he can recall inside information gained at TLS remains. And to the extent defendants
suggest that the case is moot because Rodriguez has voluntarily ceased the alleged tortious
conduct, it is well-settled that a “defendant’s voluntary cessation of allegedly unlawful
conduct ordinarily does not suffice to moot a case.” Friends of the Earth, Inc. v. Laidlaw
Envtl. Servs. (TOC), Inc., 528 U.S. 167, 174 (2000). Thus, TLS is likely to succeed in
showing that defendants misappropriated TLS’s trade secrets in violation of the Act.
B.
Balancing of Hardships
The balance-of-hardships inquiry requires the court to balance “the hardship that
will befall the nonmovant if the injunction issues . . . with the hardship that will befall the
movant if the injunction does not issue.” See, e.g., Mercado-Salinas v. Bart Enterprises
Intern., Ltd., 671 F.3d 12, 19 (1st Cir. 2011). If an injunction does not issue, TLS will likely
be harmed by defendants’ continued use or dissemination of its trade secrets. This is a
weighty circumstance because the “loss of a trade secret is generally found to constitute
irreparable harm.” See TouchPoint Sols., Inc. v. Eastman Kodak Co., 345 F. Supp. 2d 23,
32 (D. Mass. 2004); see also FMC Corp. v. Taiwan Tainan Giant Indus. Co., 730 F.2d 61,
63 (2d Cir. 1984) (“once the trade secret is lost, it is gone forever.”). And while the Act
does not require a showing of irreparable harm, I find, in any event, that TLS is likely to
suffer irreparable harm from the loss of its trade secrets because it is one of the reasons that
the balance of hardships tips in TLS’s favor. See Systema de P.R., Inc., 23 P.R. Offic. Trans.
347 (in context of request for injunctive relief under Puerto Rico Law 75, which also does
not require a showing of irreparable harm, court held that “the statute does not bar the use
of” the “tests” for awarding injunctive relief under traditional equitable principles).
Moreover, if an injunction does not issue, TLS would likely lose, at least
temporarily, the benefit of the confidentiality provisions in the SCA and NDA. On the other
hand, if an injunction issues, defendants will likely have to ensure that they are not using
TLS’s confidential information to operate their businesses, and this includes any of TLS’s
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
11
confidential information maintained on defendants’ websites. This may be costly for
defendants. And defendants will also be required to return any confidential information,
which may require them to expend time searching within their digital devices and
elsewhere for any of TLS’s documents. But because the injunction does not prevent
Rodriguez, ASG, or GOS from continuing to do business, because Rodriguez agreed not
to use TLS’s confidential information in the first place, and because Rodriguez should not
have copied TLS’s confidential documents before leaving his employment with TLS, any
costs defendants may be required to expend will be largely correlated with, and attributable
to, the extent of their prior malfeasance. Thus, this factor tips in TLS’s favor.
C.
Public Interest
The final factor, the public interest, also weighs in favor of granting the injunction.
“The public interest that is referred to in the test for a preliminary injunction means the
public’s interest in the issuance of the injunction itself.” Braintree Labs., Inc. v. Citigroup
Glob. Markets Inc., 622 F.3d 36, 45 n.8 (1st Cir. 2010). When, as here, “the reach of an
injunction is narrow, limited only to the parties, and has no impact on non-parties, the
public interest will be ‘at most a neutral factor in the analysis rather than one that favor[s]
[granting or] denying the preliminary injunction.’” Stormans, Inc. v. Selecky, 586 F.3d
1109, 1138–39 (9th Cir. 2009) (quoting Bernhardt v. L.A. Cnty., 339 F.3d 920, 931 (9th Cir.
2003)).
In this case, the Act was enacted relatively recently (in 2011) to provide protections
against misappropriation of trade secrets. P.R. Laws Ann. tit. 10, § 4131. Issuing an
injunction under the circumstances of this case would thus further that purpose. And the
issuance of the injunction would also further the public interest because it would reaffirm
the importance of abiding by contractual obligations such as those contained in the SCA
and NDA. See, e.g., Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp.,
511 F.3d 535, 551 (6th Cir. 2007) (“[I]ssuing the preliminary injunction would hold
Defendants to the terms of the bargain they entered into through the franchise agreement.
TLS Management and Marketing Services LLC v. Rodriguez-Toledo, et al., Civil No. 15-2121 (BJM)
12
Enforcement of contractual duties is in the public interest.”); see also P.R. Laws Ann. tit.
31, § 3471 (“If the terms of a contract are clear and leave no doubt as to the intentions of
the contracting parties, the literal sense of its stipulations shall be observed.”). Thus,
because TLS has met all the requirements for obtaining preliminary relief, a preliminary
injunction shall issue.
CONCLUSION
For the foregoing reasons, TLS’s preliminary injunction motion is GRANTED.
PRELIMINARY INJUNCTION ORDER
Ricky Rodriguez-Toledo, ASG Accounting Solutions Group, Inc., Global
Outsourcing Services LLC, and their officers, servants, employees, attorneys, successors
and assigns, and any person acting in concert or participation with them, are hereby
enjoined from using or disclosing any of TLS’s “confidential information,” in violation of,
and as defined by, the SCA and NDA. Docket No. 74-4 ¶¶ 5.2.–5.2.3; Docket No. 74-7 ¶¶
1.2–1.2.4. “Confidential information” includes TLS’s business methods, systems, and
procedures; clients; agent lists; marketing channels and relationships; marketing methods;
costs; prices; products; formulae; prospective and executed contracts; business
arrangements; proposals; project plans; reports; implementation documents; and clients’
personal and financial information. “Confidential information” also includes the identities
of TLS’s agents, contractors, consultants, sales representatives, sales associates,
subsidiaries, strategic partners, licensors, and licensees. Defendants must locate and return
to TLS all documents in their possession, if any, that contain TLS’s confidential
information. Defendants must also ensure that their businesses, including the webpages for
those businesses, are not employing TLS’s confidential information.
IT IS SO ORDERED.
In San Juan, Puerto Rico, this 30th day of March 2017.
S/Bruce J. McGiverin
BRUCE J. MCGIVERIN
United States Magistrate Judge
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?