police court you know my name is james morris and i have the pleasure of representing management registry in this matter this matter comes to the court with regard to a  start with regard to i think you with regard to a first aid t r o that was entered and then subsequently setting aside the t r o under the coin case coins case the matter comes before the court on an abuse of discretion where we need to start those in the data phase matter and data phase says that there are four factors and must be decided in the courts very familiar with those success on the merits irreparable harm balancing in public interest the court below in the a d d the a den them that we referenced pages eleven to fourteen identified for this court facts that this court should take into consideration in deciding that there was in fact an abuse of discretion the court found that there was not a purchase by of windy brown the court found that wendy brown and al brown proceeded to create a w companies and that al brown and windy brown then threw a w solicited and hired  and client files proceeded to do so and then a a w utilize that information to then compete with management registry incorporated now the critic ality of those and they are undisputed cannot be understated the court below found windy brown did not purchase the company yet what does wendy brown in her memory and i'm documentary twenty three says i created a w and i did so to carry out what i was not able to do through a purchase in layman's terms she was trying to buy a car she couldn't buy the car because we changed our mind she went got a set of keys and drove off in the car that's what has happened here in this case she quite frankly and this is why our reply says a straight up front what did they buy if they claim that they own the computers there are no receipts they are our computers they are our data it is our employees they are our contracts critical thing here too that the court below found we read to the court nov seventeenth two thousand and seventeen for e mails from eric berg as president of all calls a division of management registry this is what he said as president of all calls a division of management registry i hereby waive the contract and all of the invoices you're now released from those oh by the way here's our new contract with a w please sign we presented to the court below one of the contracts that he sent still had tried changes on it in word you can track the changes in the document the track changes showed that it was management registries contract this still had the management registering name all calls division of all staff or all staff or crew he went through and changed the referencing the new a w companies presented it to the a our customers and then solicited them and got them to sign new contra counsel even aside from the specific evidence i think both parties did not behave necessarily admirably i'm sure you disagree with that but i mean there's you have this letter of intent signed you have you have a provision and the contract that that says that you can compete except for this thing that's going to be cut off from wendy brown and then it appears that there's evidence that record that management registry changed its mind and said i'm not going to sell it to you without without limiting the ability to pay for the new company the spinoff to come you know not compete with management registry or any of it's companies out of state intent that no one could even agree on ok so all the way through they say there's a letter of intent there's a letter of intent judges look at the letter of intent ask where the signed document is we could not even reach a letter of intent but to your point when al brown side of the sellers the stock purchase agreement which the judge below did not address and that's our that's one of our major concerns the stock purchase agreement now brown was a seller and as a seller he signed a document th said this is the only document there is no other document this supersedes all other grimace in it is the only agree there is zero reference to any quote unquote buyback we have acknowledge and we have throughout there were ongoing there was never a letter of intent signed there was never a contract signed so when you're talking about whether or not there are unclean hands we understand that there's negotiations going on but to the extent that mr brown believe that she was entitle to some type of relief it's not to take the company if you look at what we presented i want you to understand the expanse of nature of what happened here she took there's a declaration from a computer forensic expert forty six thousand forty one thousand five hundred lines of data nine columns now lines of data nine columns doesn't mean that's the pages that means those are separate documents that were taken on the day that they left when they solicited the employees and said we want you to come work with us in the judge below said that they did that on on october thirty first two thousand seventeen they took with them three hundred seventy three thousand documents separate electronic documents data files employee records social security numbers pay rates bill rates customer databases contracts everything then they sent e mails out to the employees and said ignore this other company they are your employer we've always been your employer we are the employer we paid twenty one million dollars for this company they stole what has been but what al browne identified as a two point one million dollars asset and in doing so they signed documents and sen documents out and announced to management registry they submitted e mails before we ever bought the company on september the eighth in this is in the record from andrea smith she sent an e mail out to all customers and all employees without us having a knowledge at all saying ape sale just went through it doesn't doesn't your argument lead on the irreparable harm problem which that district court talked about sort of the extent of your damages are two point one million dollars they can be quantified can't they i mean you can quantify now it's worth you think it's worth more and where did you provide evidence of that the good will the contracts if you look at the iowa utilities board case that we cited in our brief the future contract the reputation damage telling people that we're not the employer that we're not the company that we don't have a contract they went to myers and told myers they don't have anything to do with you we are the company we have been continuing to be the company now whether or not we can recover monetary is not exclusive because we do have the goodwill of the customer goodwill with myer with element with all of the large substantial companies that we had in engagements with the loss of that goodwill this court has found that goodwill is sufficient to warrant irreparable harm we have lost goodwill and we have lost companies we lost employees we lost the relationships that we had with employees and most critically and this was never addressed by the court not only did it not address the stock purchase agreement we're all brown agreed to stay out of this for two years to stay out of the market completely it completely ignored the data that was taken and that data is by definition the computer data that is the confidential brain trust of the company is irreparable harm but most of the harm has already occurred it sounds like and i guess my question for you as if the harms are already occurred what in the future because a repertoire because that's really what we're asking is what what value will the preliminary injunction can you continue to have at this point it still is ongoing first and foremost we still have the loss of business reputation we still have the loss of the goodwill of the the value that we bought in the business and i don't mean monetary value i mean the goodwill that we bought in this business has been completely undermined by the theft of the business itself the taking of the actual computers we still don't have those computers when counsel stood in front of the court on nov seventeenth he advised the court in the papers they said we didn't take a thing and the other declarations said nobody took anything we just walked out what's the status of the case in the district as it proceed it has not was been proceeding with some discovery other than  here we are we are going forward with discovery your honor when i say it's still going on that's the met that's the tenor of it we did have and i want to explain why it took a while to get here but to niche which is a nother case we're waiting on the court below to issue a ruling in that it's the same exact thing that took place in illinois with another defendant and the court below did not ever enter an order after it was transferred on the the temporary restraining order we were wanting all of that to come up to the court together and we did not get that ruling still to this day when you when you move for the injunction why did you specify what claims you likely prevail manner in which this court minnesota court wanted things done which was to present it to him an offer to brief any of the issues that the court may deem appropriate when we presented to the court we then did in our oral argument identify the three bases upon which we were seeking injunctive relief and we limited it to those three breach of contract interference and then the computer fraud and theft of the computers and selves and the data my time for about a thank you upcoming saturday chief judge to hime vacated the next party t r o as you now know that he had granted fourteen hundred fourteen days earlier stating after analyzing a record that factual disputes prevent the court from finding that m r i is likely to succeed on the minute merits and that m r i has failed to show irreparable injury two months later on january sixteenth two thousand and eighteen judge two haim issued a written memorandum opinion and order where he more specifically said that factual disputes in the undeveloped records prevent the court from finding that there are likely to some succeed on their contract on their tortious interference and on the other claims and that the plaintiffs did not show irreparable harm in the loss of customers or employees but most profoundly the court said exactly what happened here m r i came running to the court before sufficiently developing either its factual record or its legal theories and the desire to act quickly does not excuse around stealing castor mers and saying bad things potentially about m r i and its big conglomerates in a different staffing companies why doesn't that suffice for reparable are hard to quantify it is hard to quantify your honor and goodwill maybe enough there are cases out there that say goodwill is enough but there are also cases out there that say it's not enough that say we're damages are quantifiable as is the case here that irreparable harm is not shown and there are many cases which say that where a district court judge analyzes the questions including whether or not goodwill is enough whether or not the loss of customers is enough and then rules in favor of one party over another based upon that analysis and its application of law this court should not overturn that unless it is an abuse of discretion and in this case what the plaintiffs did appellants now the screamed and yelled a lot you look at their briefs the they offered a lot of platitudes an outrage a lot of it misrepresentation a lot of it omission a lot of it partial statements of the facts and then exactly as judge collins said left judge tonight i'm to attempt to dig through the slop in the hopes that he would find something that support them and now when he didn't find something that supports them they come and say judge to make nor did this and ignored that even though those items weren't actually presented to judge to  all your honor thank you my apologies it sure can your honor i was i was hesitant to raise this from the start because i don't want this court to believe that we don't win this case on the merits but your question why are we here a year after the fact is what i am asking myself your honor or more will know your honor here's what happened here's what happened they raced to the court on november third it obtained an ex parte tiara on nov seventeenth the court vacated that tiara and they immediately appeal now the judge let's give him the benefit of the doubt judge tonight did not issue is order until january sixteenth but between that initial piece appeal and the time the plaintiff's appellants actually filed their brief they made four requests for an extension of time to file their brief the first three were unopposed so the court granted them it was only when we stepped in when we were appointed counsel in this case or named counsel in this case and said it's too late how is it that they can with a straight face stand here and say there is in imminent risk of harm when these sought for extensions of time were  of that there's and things that have been sent to arbitration there's a separate portion of it your honor that has been sent to arbitration the breach of contract claims made by b alan brown over his employment contract those claims have been sent to arbitration there is a separate companion case of counsel reference that was transferred from illinois to minnesota and then there have been lots of discovery disputes about the scope of the scope and breadth of discovery there have been a handful i think maybe three depositions taken in this case we find all finally finally as of november second we have a scheduling order and a trial scheduled for next fall your honor discovery is now commenced t parties have until december twentieth to turn over all documents and depositions are expected to occur after the first of the year i will also point out to your honor that one of the reasons they allege for this extension was this that niche kits the one brought in illinois that had allegedly identical facts they moved for injunctive relief in that case when the case was transferred to minnesota the court struck the the motion for injunctive relief in gave them the right to refile and they never filed a motion for injunctive relief in that case so i go back to when when it moved from illinois to minnesota that injunction was pending the court chose not to rule on an illinois and the minnesota court said we are not going to rule on the illinois motion for injunctive relief if you want to bring it again bring it again and they never broader to get your honor what happened in the district court case is exactly what happened here at this level understanding that this appellants have thrown as much at the wall as possible in the hopes that something will stick and in the hopes that this court will do its work for them earlier during his statements counsel talked about this reply brief this reply brief is exactly what i'm talking about in this case if your honour's look at page five of that reply bri you'll find what appellants purport to be a conclusion from judge to hymes opinion in order when in fact that conclusion which appellant wishes judge to hi i'm had ordered them and as appellant wishes judge to hire him had found in his favor but as i thought about that cobbled together statement of facts which omits crucial qualifications and sentences in between it occurred to me that that cobbled together statement of facts which is purported to be a conclusion on page of the reply brief proves the judge to hime didn't abuse his discretion it proves the judge to hire him did exactly what judge droste suggested  judge to hime consider all of the facts he dug and he listed the facts he might not have west of them in the order that counsel want them but he listed them and then he didn't credit i see that there is a fact dispute and that fact dispute disc dispute precludes me from finding that you've satisfied your burden of us establishing the likelihood of success on the merits on the contract claims on the tortious interference claims but me he did he offered a factual background as well what he did so i apologize that was me being unclear your honor would judge to hime did was issue a series of findings what counsel did on feed page five of the reply is pick and choose and move out of order those findings and purport that they were a conclusion of judge to time when in fact they were selected versions of judge to hymes findings i'm not sure you are unclear i think the judge did say there were disputed means that there is a likelihood of success on the merits but instead what judge tonight i'm said was based on the under developed a record presented by the plaintiff's appellants and my determination that there are facts in dispute i am an able to conclude that he has satisfied his deep burden of showing that he would be successful on the merits of these claims as the goodwill point argued and it's not really mention in his discussion of irreparable harm was it argued in the district court the way it's been argued here i don't think i've review i wasn't the attorney there but i have reviewed the record and what i saw in the arguments of the district court was just a lot of it could be this you'll find it in the record but yes i believe good will was referenced well he says it's stated in conclusion return maybe that's the problem they just will check but if they just argued good well without really fleshing out how it  was well that's what judge tonight said which was that again counsel just threw as much stuff at the wall as possible in the hopes the judge to high i'm would favor his decision and then when at the end of the day judge two haim didn't choose his version of the facts but instead chose another version of the facts he's claiming that that is ever but that is not clear ever the these courts have repeatedly said your honour's that a choice between one of two available interpretations of the evidence does not amount to abuse of discretion or that there is no abuse of discretion where the evidence directly supports both parties claims and the district court chooses one over the other i should conclude by  saying this i've let slide and tried not in the briefs to get into mudslinging slinging but one thing that i want to point out is that there's a lot of talk about wendy brown and doing this and that but remember wendy brown doesn't have a contract with any of these defendants when the brown brought this business over it was purchased if it was valued at two point one million dollars then why was it being sold back for fifty thousand which is what the deal was money which had already been provided wendy brown didn't have a contract alan brown according to the court had contracts now he's raising the stock purchase agreement today and in his briefs but you'll find your honour's he doesn't raise the stock purchase agreement at the district court level in fact he focuses on the employment agreement and i think i heard him say earlier today that the employment agreement is is no longer there because of the stock purchase agreement but that being said you said your honor both parties have done some bad things i would say that balance isn't equal the balance is much greater on the plaintiffs or appellant side and their please court first let me address the delays counsel ignored the fact that yes there was a settlement conference that was ordered and we went through with the district court that was in january then they switched counsel in february which delayed it a second time then they switch counsel again in may and it delayed it a third time then they switch counsel again in june and that's when we asked one more time because all of these things have been delayed while they had new counsel four time so the reason why we're not here before now isn't because we've been trying to delay it's because we can't get counsel on board for more than two months at a time with regard to the comment made by counsel he said if the district court quoted here if the district court analyzes goodwill then you can overturn if there's a good basis for probable owes the court did not analyze good will we did address it and i have it it's page we addressed it during transcript if you look at pages starting with nine thirty eight we addressed the vast majority of what we addressed where was all of the data being taken the goodwill being undermined the computer records the use of our data to sustain an oral argument yes what about your filings that the filings also addressed in brief but then it also if you if you will recall the comment made was we need to present it to the court and offer briefing to the extent the court wants to have that was what the local directive was no it wasn't a local direct in and out from ice you made your client made based on apparently some advice from a lawyer yes and it was active from the court no no no no did not develop your arguments i believe though if you look at it the arguments were sufficiently developed because it's very simple to point out they didn't buy anything they didn't acquire anything and yet the the ruling from the court and he says that we cobbled together these are direct quote ms brown's purchase never happened in mid to late october the negotiations with ms brown broke down allan and windy brown formed a w on october thirtieth for the admitted purpose of directly competing with a with management registry alan and wendy promptly formed a w and employed mr berg a w began hiring other employees that had worked for the company that ms brown planned to purchase and a w began servicing clients mr brown asked the a r u employees our employees to work for a w and to bring client files and computers with them for the purpose of continuing to service a r i our clients to service our class customers so if the court below went ahead and found those things he says that is not his obligation but he did he found that they engaged in the very activities underlie a proper claim for irreparable harm and he failed to address then the the critic ality of those components your r c that my time has expired very well thank you very argument thank you thank you both counsel the cases submitted the court file an opinion in due course you may be excused