CSHM, LLC v. Small Smiles of Reno, LLC et al

Filing 22

TEMPORARY RESTRAINING ORDER: For the reasons described at the hearing and below, the Motion For TRO (Docket No. 9) is GRANTED on the limited terms and conditions stated herein. The Motion To Stay is DENIED for purposes of the Motion For TRO, but wi ll be considered in conjunction with the relief requested by the Motion For Preliminary Injunction. It is, therefore, ORDERED that, pursuant to Federal Rule of Civil Procedure 65, upon Plaintiff posting a bond in the amount of $40,000, in a f orm satisfactory to the Clerk of Court, the defendants are enjoined. The Court will hold a preliminary injunction hearing on August 12, 2014, beginning at 1:00 p.m. Signed by District Judge Todd J. Campbell on 8/4/14. (xc: Financial Department) (DOCKET TEXT SUMMARY ONLY-ATTORNEYS MUST OPEN THE PDF AND READ THE ORDER.)(af)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
CSHM LLC

v.

SMALL SMILES OF RENO, LLC and
JAMES L. MANN

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NO. 3:14-1557
JUDGE CAMPBELL

TEMPORARY RESTRAINING ORDER
Pending before the Court is Plaintiff’s Emergency Motion For Temporary Restraining
Order (Docket No. 9). Through the Motion, the Plaintiff requests that the Court issue a
Temporary Restraining Order (“TRO”) requiring the Defendants to cooperate in CSHM’s efforts
to market and sell its interest in a Second Amended and Restated Management Services
Agreement (“MSA”), including by permitting disclosure of financial information concerning the
Small Smiles dental clinic for purposes of that sales effort.
Also pending before the Court is the Defendants’ Motion To Stay (Docket No. 17),
requesting that the Court stay this case pending the outcome of a parallel action pending in
Nevada state court.
The Court held a hearing on the Motions on August 4, 2014 at 11:00 a.m., which was
attended by counsel for all parties.
For the reasons described at the hearing and below, the Motion For TRO (Docket No. 9)
is GRANTED on the limited terms and conditions stated herein.
The Motion To Stay is DENIED for purposes of the Motion For TRO, but will be
considered in conjunction with the relief requested by the Motion For Preliminary Injunction.

In determining whether to issue a TRO pursuant to Rule 65 of the Federal Rules of Civil
Procedure, the Court is to consider: (1) the plaintiff’s likelihood of success on the merits; (2)
whether the plaintiff may suffer irreparable harm absent the injunction; (3) whether granting the
injunction will cause substantial harm to others; and (4) the impact of the injunction on the
public interest. Abney v. Amgen, Inc., 443 F.3d 540, 546 (6th Cir. 2006).
Based on the Motion, pleadings, exhibits, affidavits, briefs, representations of counsel
and the entire record, the Court finds:
(1)

Plaintiff has demonstrated a strong or substantial likelihood of success on the

merits of its claim for breach of contract regarding Defendants’ lack of cooperation regarding the
sale of the MSA (Docket No. 11-10);
(2)

Plaintiff has demonstrated that it will suffer immediate and irreparable injury,

harm, loss, or damage if injunctive relief is not granted pending trial. Specifically, the Court
finds the Exclusion Agreement (Docket No. 11-9) sets an Exclusion Date of September 30, 2014
for the divestiture of the MSA. Lack of cooperation puts the MSA asset at risk;
(3)

the balance of relative harms among the parties weighs in favor of Plaintiff

against Defendants. Specifically, the Court finds the Defendants’ interests are protected by
confidentiality agreements; and
(4)

the public interest will not be harmed by injunctive relief pending a preliminary

injunction hearing.
It is, therefore, ORDERED that, pursuant to Federal Rule of Civil Procedure 65, upon
Plaintiff posting a bond in the amount of $40,000, in a form satisfactory to the Clerk of Court,
that: Defendants are hereby enjoined and ordered to: (1) cooperate with CSHM in the event

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CSHM elects to release clinic records or related information, subject to confidentiality
agreements; (2) allow clinic visits by third parties in conformity with federal and state privacy
laws; and (3) cooperate in third party visits to clinics, pending further order of the Court.
This Order binds the following persons who have actual notice of it, pursuant to Fed. R.
Civ. P. 65(d)(2): the parties, the parties’ officers, agents, servants, employees, attorneys and any
other persons in active concert with such persons.
This Temporary Restraining Order is effective upon its issuance on August 4, 2014, at
1:00 p.m., and expires on August 18, 2014 absent further order of the Court.
In accordance with Fed. R. Civ. P. 65(b)(3), the Court will hold a preliminary injunction
hearing on August 12, 2014, beginning at 1:00 p.m.
The parties shall file with the Court by August 11, 2014, at 9:00 a.m., the following
pertaining to the preliminary injunction hearing: (1) any affidavits; (2) witness lists; (3) exhibit
lists; (4) any depositions and/or deposition designations; (5) any stipulations; (6) any motions in
limine; and (7) any supplemental briefs. No witness shall testify live at the preliminary
injunction hearing unless the party calling such witness to testify has identified and made that
witness available for a deposition prior to the hearing. The parties shall brief the issue of the
transferability of the MSA.
IT IS SO ORDERED.
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TODD J. CAMPBELL
UNITED STATES DISTRICT JUDGE

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