In the

United States Court of Appeals

For the Seventh Circuit ____________________ 

No. 21-3101 

DM TRANS, LLC d/b/a 

ARRIVE LOGISTICS, 

Plaintiff-Appellant, 

v.

LINDSEY B. SCOTT, et al., 

Defendants-Appellees. 

____________________ 

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 1:21-cv-03634 — Harry D. Leinenweber, Judge. 

____________________ 

ARGUED APRIL 21, 2022 — DECIDED JUNE 28, 2022 

____________________ 

Before EASTERBROOK, ROVNER, and BRENNAN, Circuit 

Judges. 

BRENNAN, Circuit Judge. DM Trans, LLC (which does 

business as Arrive Logistics, or “Arrive”) and Traffic Tech, Inc. 

compete to help customers coordinate shipments of goods. 

Six employees at Arrive departed for Traffic Tech despite 

restrictive covenants. Arrive sued the six individuals and 

Traffic Tech for injunctive relief, claiming irreparable harm 
2 No. 21-3101 

because the individuals had breached their restrictive 

covenants and misappropriated trade secrets. The district 

court sided with the defendants and denied Arrive’s motion 

for a preliminary injunction. Because Arrive has an adequate 

remedy at law for each of its claimed injuries, and therefore 

faces no irreparable harm, we affirm the denial of injunctive 

relief.

I 

A. Factual Background

Arrive and Traffic Tech are rivals in the third-party 

logistics industry. Brokers such as Arrive and Traffic Tech 

serve as middlemen tasked with arranging certain details of 

agreements between customers (who ship goods) and carriers 

(who transport them). The brokers submit bids to customers, 

many of which solicit bids from multiple brokers. 

Both Arrive and Traffic Tech employ more than one

hundred entry-level sales representatives in the Chicago area, 

and they retain many more nationwide. Those employees 

often contact potential customers to ask for their business. 

Beyond Arrive and Traffic Tech, hundreds of third-party 

logistics companies compete with one another just in the 

Chicago area. 

Between 2017 and 2019, each of the six individual 

defendants—Lindsey Scott, Frank Hernandez, Matthew 

Duffy, Bryan Klepperich, Jake Hoffman, and Scott Mayer—

joined Arrive as an entry-level employee. Though their job 

titles differed slightly, a significant proportion of each

individual defendant’s responsibilities was to cold call 

potential customers (other than Duffy, who worked on 

pricing). While employed at Arrive, the six individuals sought 
No. 21-3101 3 

management-level positions and raises that Arrive was not 

willing to provide. 

All six individuals had access during their employment to 

Arrive’s software platform, called Accelerate. Accelerate 

contained information about customers, including their 

contact information, buying history and trends, and 

preferences. Arrive began to use Accelerate in March 2020, 

around the onset of the COVID-19 pandemic. Accelerate was 

updated continuously with new data such as shipment 

information and sales metrics. As time passed the same type 

of information remained on Accelerate, though in near-real 

time, new data—such as shipments and employee sales 

metrics—were added. Because Arrive’s employees began 

working remotely during the early stages of the pandemic, 

they used personal devices for all work-related tasks from 

that point forward, including tasks that involved accessing 

and using Accelerate. Arrive did not request that the six 

individuals delete company data from their personal devices 

upon their departure from the company, a point to which we 

will return.

When each individual defendant joined Arrive, he or she 

was required to sign an employment agreement containing

restrictive covenants. Those agreements included noncompetition provisions (lasting for six months after the 

termination of employment) and non-solicitation provisions 

(lasting for twelve months after the same date). 

At different times between December 2020 and January 

2021, Arrive required the individual defendants to sign 

updated employment agreements (“the 2020–21 employment 

agreements”), which included new restrictive covenants. The 

2020–21 employment agreements provided for the same 
4 No. 21-3101 

temporal non-competition and non-solicitation obligations as 

the previous agreements. The updated non-competition 

provisions prohibited the employees from “[e]ngag[ing] or 

participat[ing] in the rendering of services which are the same 

or similar to the services Employee provided over the last 

two ... years of employment with the Company in any aspect 

of the Business in the Territory,” which as defined in the 

agreements consists of the 48 contiguous states and the 

District of Columbia. Additionally, the 2020–21 employment 

agreements stated: “In the event of any breach by Employee 

of [the non-competition or non-solicitation obligations], the 

time periods of such restrictive covenants shall be further 

extended in an amount equal to the time period of the 

breach.” 

The 2020–21 employment agreements also contained a 

broad arbitration provision under which all disputes—other 

than actions filed by Arrive or its affiliates, seeking injunctive 

relief—must be settled by binding arbitration. The parties do 

not contest the validity of this arbitration provision.

Throughout spring 2021, each of the individual 

defendants resigned from Arrive and joined Traffic Tech. 

Lindsey Scott was the first to learn about an opportunity at 

Traffic Tech when a third-party recruiter contacted her. Scott’s

offer from Traffic Tech afforded her a more attractive job title, 

greater responsibility, and approximately $50,000 in

additional compensation than her position at Arrive. She 

started at Traffic Tech on May 3, 2021. 

The remaining individual defendants (aside from Duffy)

also learned of job opportunities at Traffic Tech through a 
No. 21-3101 5 

third-party recruiter.

1 Nearly all the individual defendants 

were offered more senior positions at Traffic Tech. 

B. Procedural History

Arrive, headquartered in Texas, filed its original complaint 

in June 2021 against five of the individual defendants in the 

United States District Court for the Western District of Texas; 

neither Hoffman nor Traffic Tech was sued. The complaint 

alleged the defendants had breached their contractual 

obligations under the 2020–21 employment agreements. It 

also alleged violations of the federal Defend Trade Secrets 

Act; violations of the Texas Uniform Trade Secrets Act; and 

tortious interference with current and prospective customer 

relations and business relations. 

Arrive’s original complaint sought injunctive relief in 

several respects, including prohibiting the individual 

defendants from working for Traffic Tech or any other 

company providing services in the third-party logistics 

industry within the nation’s 48 contiguous states. Along with 

its complaint, Arrive moved for a temporary restraining 

order. 

After a telephonic hearing, the Texas district court denied 

Arrive’s request for a TRO. That court ordered the parties to 

brief a jurisdictional issue, as well as conduct expedited 

discovery, in advance of an expected preliminary-injunction 

hearing. In the meantime, the court granted the defendants’ 

motion to transfer the case to the United States District Court 

for the Northern District of Illinois. 

1 Duffy had previously worked for Traffic Tech and was contacted by a 

former colleague about returning there. 
6 No. 21-3101 

Arrive then filed its operative Second Amended 

Complaint, adding Traffic Tech as a defendant and including

new allegations of tortious interference with contract and 

unjust enrichment against Traffic Tech. The next month, 

Arrive moved for a preliminary injunction. Following the 

completion of expedited discovery and a hearing, the Illinois 

district court denied injunctive relief in an opinion and order. 

Applying Texas contract law, the court concluded that 

Arrive was unlikely to succeed on the merits of its breach of 

contract claims because the individual defendants’ nonsolicitation and non-competition obligations were likely 

unenforceable. Likewise, the court explained that Arrive had 

a low probability of success on its trade secrets claims because 

it had not sufficiently identified the purported trade secrets or

taken reasonable steps to maintain the secrecy of its 

information. The district court also found insufficient 

evidence of irreparable harm. Finally, the court reasoned that 

the balance of harms favored the individual defendants, 

because in its view an injunction would functionally require 

them to stop working for Traffic Tech. Arrive now appeals 

that denial of Arrive’s preliminary injunction motion. 

II

We begin with jurisdiction. The parties are correct that the 

district court had federal question jurisdiction over the claims 

for injunctive relief under the Defend Trade Secrets Act, 18 

U.S.C. § 1836(b)(3), and supplemental jurisdiction over 

Arrive’s state-law claims under 28 U.S.C. § 1367. But there are 

two additional concerns: the appealability of the court’s order 

denying injunctive relief, and mootness.
No. 21-3101 7 

A. Appeals from the Denial of Injunctive Relief

Though the parties do not dispute that the district court’s 

denial of injunctive relief may be appealed, “federal courts 

have an independent obligation at each stage of the 

proceedings to ensure that they have subject matter 

jurisdiction over the dispute.” Olson v. Bemis Co., 800 F.3d 296, 

300 (7th Cir. 2015) (citations omitted). Under 28 U.S.C. 

§ 1292(a)(1), this court has jurisdiction to adjudicate an appeal 

from a district court’s order “refusing” to issue a preliminary 

injunction, even where no final judgment has issued. That 

statute is a limited exception to the final-judgment rule, and 

we construe it narrowly. Albert v. Trans Union Corp., 346 F.3d 

734, 737 (7th Cir. 2003). Where the district court’s order 

“stripped the case of its equitable component,” the Court of 

Appeals has jurisdiction to consider an interlocutory appeal 

based on the denial of injunctive relief. Chicago Joe’s Tea Room, 

LLC v. Vill. of Broadview, 894 F.3d 807, 812 (7th Cir. 2018) 

(citation omitted). 

Here, the district court’s order denied Arrive’s motion for 

a preliminary injunction in full. The court did not qualify its 

order by stating that any claims remained pending before it, 

and the parties do not contest that the order disposed of each 

of Arrive’s claims for injunctive relief. Thus, the district court 

stripped the case of its equitable component,2 and we have 

appellate jurisdiction under 28 U.S.C. § 1292(a). 

2 By the terms of the 2020–21 employment agreements, Arrive’s requests 

for injunctive relief constitute the sole component of the disputes between 

Arrive and the individual defendants that may be resolved through 

litigation, rather than by arbitration.
8 No. 21-3101 

B. Mootness 

The defendants also contend that certain aspects of this 

appeal are moot. Because Article III forbids federal courts 

from deciding moot questions or abstract propositions, 

mootness is a jurisdictional inquiry that must be resolved at 

the outset of an appeal. Stone v. Bd. of Election Comm’rs for City 

of Chicago, 643 F.3d 543, 545 (7th Cir. 2011) (citing North 

Carolina v. Rice, 404 U.S. 244, 246 (1971)). If our court cannot 

grant the litigants any effectual relief, the appeal is moot, W. 

Ill. Serv. Coordination v. Ill. Dep’t of Hum. Servs., 941 F.3d 299, 

302 (7th Cir. 2019), and we are to vacate the order under 

review and remand with instructions to dismiss for lack of 

jurisdiction. Auto Driveaway Franchise Sys., LLC v. Auto 

Driveaway Richmond, LLC, 928 F.3d 670, 674 (7th Cir. 2019)

(citing United States v. Munsingwear, Inc., 340 U.S. 36, 39–40 

(1950)). 

Where an appeal involves multiple distinct issues, a single 

issue may become moot while the remainder of the dispute 

between the parties does not. Home Care Providers, Inc. v. 

Hemmelgarn, 861 F.3d 615, 621 (7th Cir. 2017) (citing Univ. of 

Texas v. Camenisch, 451 U.S. 390, 393–94, 398 (1981)). The 

defendants argue that aspects of this case are moot, so they 

bear the burden of persuasion on that point. Id. at 620–21 

(citation omitted); Portalatin v. Blatt, Hasenmiller, Leibsker & 

Moore, LLC, 900 F.3d 377, 383 (7th Cir. 2018). 

The defendants offer two reasons why Arrive’s claims for 

breach of contract under Texas law are moot. First, the noncompetition provisions of the individual defendants’ 

restrictive covenants have expired, while the non-solicitation 

provisions have lapsed for each individual defendant except 

Duffy. Second, the defendants represent that three of the 
No. 21-3101 9 

individual defendants are no longer employed at Traffic Tech, 

which they believe renders moot the breach-of-contract 

claims against those defendants. 

Arrive disagrees. It cites the tolling provision of the 2020–

21 employment agreements, which purports to extend the 

effective time period of the restrictive covenants “in an 

amount equal to the time period of the breach.” According to 

Arrive, there is a live controversy regarding whether the 

individual defendants should be enjoined from breaching the 

restrictive covenants. Even if the tolling provision is

unenforceable, Arrive contends, this court should use its 

equitable power to extend the effective time periods of the 

restrictive covenants. With respect to the individual 

defendants who no longer work for Traffic Tech, Arrive 

argues the claims for breach of contract are also not moot. In 

the absence of an injunction, those individual defendants

could work for Traffic Tech once again, or they could violate 

their restrictive covenants while employed at another thirdparty logistics company.

The first mootness issue is the closer of the two. In the

defendants’ view, Texas law renders the tolling provisions in 

the restrictive covenants unenforceable, while Arrive 

interprets Texas law differently. Ultimately, that question 

need not be resolved because, under Texas law, “a district 

court may exercise its equitable power to craft an injunction 

that extends beyond the expiration of the covenant not to 

compete.” Merritt Hawkins & Assocs., L.L.C. v. Gresham, 861 

F.3d 143, 158 (5th Cir. 2017) (citing Guy Carpenter & Co., Inc. v. 

Provenzale, 334 F.3d 459, 464 (5th Cir. 2003)); see also Premier 

Indus. Corp. v. Tex. Indus. Fastener Co., 450 F.2d 444, 448 (5th 

Cir. 1971) (“Appellants’ argument that the trial judge 
10 No. 21-3101 

exceeded his discretion by enjoining the appellants beyond 

the time specified in the ... contract is without merit.”). Texas 

intermediate appellate courts have likewise observed that 

state law gives trial courts the equitable authority to extend 

the duration of restrictive covenants. See Sadler Clinic Ass'n, 

P.A. v. Hart, 403 S.W.3d 891, 898–99 (Tex. App. 2013); Farmer 

v. Holley, 237 S.W.3d 758, 761 (Tex. App. 2007). 

Thus, the expiration of the time period of a former

employee’s restrictive covenants does not render moot an 

employer’s request for an injunction to prevent the former 

employee from violating those restrictive covenants. Guy 

Carpenter, 334 F.3d at 464. If we were to remand this case to 

the district court, that court would have equitable authority 

to enjoin the individual defendants even if the tolling 

provision of the 2020–21 employment agreements were

unenforceable under Texas law. See id. 

As for the second mootness issue, a court could still grant 

Arrive effectual relief in the form of an injunction, even 

though certain individual defendants no longer work for 

Traffic Tech. Injunctive relief could prohibit them from 

violating their restrictive covenants, either as employees of 

Traffic Tech (if they were to be rehired there) or as employees 

of another Arrive competitor in the third-party logistics 

industry.

In sum, the defendants have not carried their burden of 

persuasion to show the appeal is moot as to Arrive’s claims

for breach of contract. See Home Care Providers, 861 F.3d at 620–

21; Portalatin, 900 F.3d at 383. We have jurisdiction over this 

appeal in its entirety. 
No. 21-3101 11 

III

We review a district court’s decision to deny a preliminary 

injunction for abuse of discretion. Life Spine, Inc. v. Aegis Spine, 

Inc., 8 F.4th 531, 539 (7th Cir. 2021). “Absent legal or factual 

errors, we afford ‘great deference’ to the court’s decision.” Id. 

(citation omitted); see also Stuller, Inc. v. Steak N Shake Enters., 

Inc., 695 F.3d 676, 678 (7th Cir. 2012) (same). Within this 

context, the district court’s legal conclusions are reviewed de 

novo, and its findings of fact are reviewed for clear error. 

Stuller, Inc., 695 F.3d at 678. 

To obtain a preliminary injunction, the moving party must 

show that it is likely to succeed on the merits, that it has no 

adequate remedy at law, and that it will suffer irreparable 

harm in the absence of an injunction. Life Spine, 8 F.4th at 539.

The moving party’s likelihood of prevailing on the merits 

must exceed “a mere possibility of success.” Id. at 540 

(quoting Ill. Republican Party v. Pritzker, 973 F.3d 760, 762 (7th 

Cir. 2020)). A finding of irreparable harm to the moving party, 

if the injunction is denied, is “a threshold requirement for 

granting a preliminary injunction.” Id. at 545; Foodcomm Int’l 

v. Barry, 328 F.3d 300, 304 (7th Cir. 2003). Harm is irreparable 

if legal remedies available to the movant are inadequate, 

meaning they are seriously deficient as compared to the harm 

suffered. Life Spine, 8 F.4th at 545. 

Because irreparable harm is a threshold requirement for 

granting injunctive relief, we first analyze whether the district 

court erred in concluding Arrive had not shown irreparable 

harm. If the district court did not err in that respect, it was 

within its discretion to deny the requested injunction. See 

Lawson Prods., Inc. v. Avnet, Inc., 782 F.2d 1429, 1440–41 (7th 

Cir. 1986) (affirming the district court’s denial of a 
12 No. 21-3101 

preliminary injunction based on the absence of irreparable 

harm alone).

Arrive offers two reasons for why it faces irreparable harm 

in the absence of an injunction. First, it contends the lost sales 

and business opportunities arising from the individual 

defendants’ alleged breaches of their restrictive covenants are 

incalculable. Second, Arrive submits that the individual 

defendants’ use of its confidential information is a separate, 

independent form of irreparable harm. After considering

these arguments, we discuss the impact of Arrive’s failure to 

request the deletion of allegedly confidential information on 

its assertion of irreparable harm. 

A. Lost Profits and Lost Opportunities

Arrive argues that lost sales, which are traceable to 

employees’ violations of restrictive covenants, invariably

qualify as irreparable harm to the former employer. In 

support of its argument, Arrive relies primarily on Hess 

Newmark Owens Wolf, Inc. v. Owens, 415 F.3d 630 (7th Cir. 

2005), and Turnell v. CentiMark Corp., 796 F.3d 656 (7th Cir. 

2015). The defendants counter that lost sales generally do not 

constitute irreparable harm, particularly where business 

records enable the plaintiff corporation to calculate the 

amount of lost sales. According to the defendants, the record 

contains more than enough evidence to support the district 

court’s factual finding that money damages could 

compensate Arrive for lost sales attributable to their actions. 

Our court recently observed that “harm stemming from 

lost customers or contracts may be quantifiable if the lost 

customers or contracts are identifiable.” Life Spine, 8 F.4th at 

546. The district court noted that Traffic Tech identified 
No. 21-3101 13 

thirteen discrete customers who had contact with the 

individual defendants and provided sales to Traffic Tech; two 

of those customers transferred business to Traffic Tech for 

reasons conceded to be unrelated to any violation of the 

restrictive covenants at issue. For the remaining eleven 

customers, the district court found the technology and 

recordkeeping capabilities of Arrive and Traffic Tech would 

make it “a straightforward process to calculate whether sales 

volumes of any of the eleven businesses moved from Arrive 

and to Traffic Tech.” 

Where an appellant’s argument for reversing a district 

court’s ruling on a preliminary injunction motion concerns a 

factual finding, the appellant must meet the demanding clearerror standard. See id. at 539, 541–42. The pertinent question 

is whether the district court clearly erred in finding that the 

customers at issue, and Arrive’s lost sales and profits with 

respect to those customers, were identifiable. Yet on appeal, 

Arrive does not show the district court erred, much less 

clearly erred, in making these findings. Arrive fundamentally 

fails to engage with the district court’s analysis. The company

does not discuss the eleven discrete customers identified by 

Traffic Tech and the district court. Nor does it meaningfully 

explain why the court was wrong to reason that the 

differences in sales—between the periods before and after the 

individual defendants left Arrive and joined Traffic Tech—

could easily be calculated.

The two cases on which Arrive relies, Hess Newmark and 

Turnell, are inapposite. Here, the parties can identify the 

eleven customers and calculate the extent to which they 

shifted their business from Arrive to Traffic Tech following 

the individual defendants’ departure from Arrive. In Hess
14 No. 21-3101 

Newmark, a principal in a movie-promotion firm violated her 

restrictive covenant by diverting business opportunities to 

the firm’s rival and assisting the rival in setting up new 

offices. 415 F.3d at 631–32. This court held that the harm to the 

firm was irreparable because “[c]ompetition changes 

probabilities” such that “[the firm] will not be able to identify 

which contracts slipped from its grasp.” Id. at 632–33. But

here, probabilities are not at issue because the parties were

able to identify the eleven customers which had transferred 

specific volumes of business from Arrive to Traffic Tech.

Thus, Hess Newmark does not assist Arrive. 

In Turnell, a high-level executive in the commercialroofing business (Turnell) accepted a position with a 

competitor after his employer fired him. By accepting the new 

position and soliciting customers on behalf of his former 

employer’s competitor, Turnell violated his restrictive 

covenants. See 796 F.3d at 659–60. The district court entered a 

relatively narrow preliminary injunction, id. at 660–61, and 

this court found no abuse of discretion and affirmed. Id. at 

662, 667. Importantly, even after Turnell appealed, “[n]either 

party ha[d] quantified” the harm to the former employer 

stemming from lost customer relationships and proprietary 

information. Id. at 666. By contrast, both Traffic Tech and the 

district court have posited a straightforward method for 

quantifying the financial harm to Arrive that is traceable to 

the individual defendants’ allegedly wrongful solicitation of 

the eleven at-issue customers. Arrive has not meaningfully 

contested the quantifiability of those losses. Turnell is thus 

also not on point. 

Further, Arrive submits that it suffers irreparable harm 

because it loses “a potential opportunity” whenever a 
No. 21-3101 15 

prospective customer speaks with the individual defendants 

and Traffic Tech, rather than Arrive, about potentially 

handling a shipment. According to Arrive, this harm is 

impossible to quantify—and thus irreparable—as it includes 

the loss of opportunities to bid on shipments that are 

ultimately not handled by either Arrive or the defendants. 

The defendants respond that Arrive forfeited this “lost 

opportunities” argument, which they also contend is 

incorrect on the merits. 

The defendants are correct that Arrive forfeited its 

argument regarding lost opportunities. Issues and arguments 

raised for the first time on appeal are forfeited, as are 

arguments that are not sufficiently developed. Scheidler v. 

Indiana, 914 F.3d 535, 540 (7th Cir. 2019); see also Jarrard v. CDI 

Telecomms., Inc., 408 F.3d 905, 916 (7th Cir. 2005) (requiring 

citation to relevant authority and meaningful argument to 

defeat forfeiture). Though Arrive briefly mentioned the word 

“opportunities” in its motion for injunctive relief, it did not 

cite pertinent authority (such as Hess Newmark) or offer any 

meaningful reasoning relating to the argument it now 

advances.

Even if this argument had not been forfeited, lost 

opportunities cannot support a showing of irreparable harm 

under the circumstances presented here. The type of harm 

Arrive alleges would ultimately translate into lost profits, 

albeit indirectly, as in the end there is no economic value to 

opportunities that are not converted to sales. Resisting this

reasoning, Arrive points to the deposition testimony of its 

corporate representative, Scott Sandager. But Sandager 

merely offered the conclusory statement that “every time 

Lindsey [Scott] talks to a shipper that we’ve walked through, 
16 No. 21-3101 

could be an opportunity where previously they would have 

talked to Arrive. So it’s really very challenging to indicate 

that.” This testimony reflects an inadmissible legal conclusion

which restates the legal argument Arrive now advances.3

Sandager’s testimony does not serve as competent evidence 

that explains how lost opportunities, which do not ultimately 

translate into agreements to handle shipments, could qualify 

as irreparable harm traceable to the defendants’ actions.

A district court is within its discretion to find an adequate 

remedy at law, and thus no irreparable harm, where the 

corporation seeking injunctive relief can reasonably estimate 

the value of its lost profits. Lawson Prods., 782 F.2d at 1440.

Arrive does not dispute that it can reasonably estimate the 

value of profits it lost from the business the eleven customers 

at-issue transferred to Traffic Tech. The district court was

therefore within its discretion to conclude monetary damages 

were an adequate remedy at law. 

B. Use of Confidential Information

Arrive also asserts that, beyond lost sales and profits, the 

defendants’ use of Arrive’s confidential information itself 

qualifies as irreparable harm. For that proposition, Arrive 

cites only two district-court cases: Aon PLC v. Infinite Equity, 

Inc., 2021 WL 4192072 (N.D. Ill. Sept. 15, 2021), and Vendavo, 

Inc. v. Long, 397 F. Supp. 3d 1115 (N.D. Ill. 2019). Like here, 

those cases involved claims for breach of contract and 

misappropriation of trade secrets brought by corporations 

against former employees and their new employers. In 

3 Cf. Good Shepherd Manor Found., Inc. v. City of Momence, 323 F.3d 557, 564 

(7th Cir. 2003) (observing that a witness’s testimony “as to legal 

conclusions that will determine the outcome of the case is inadmissible”).
No. 21-3101 17 

finding that a likelihood of irreparable harm had been shown, 

both courts reasoned it would not be possible to determine 

the costs the plaintiff company incurred—or the defendant 

company avoided—to learn about client needs and 

preferences. Aon, 2021 WL 4192072, at *26–28; Vendavo, 397 F. 

Supp. 3d at 1144. 

To begin, Arrive argues as though Aon and Vendavo are 

binding authority on this court, which of course they are not.

A district court’s decision “does not have stare decisis effect; 

it is not a precedent.” Midlock v. Apple Vacations W., Inc., 406 

F.3d 453, 457 (7th Cir. 2005) (citations omitted). “It may be a 

wise, well-reasoned decision that persuades by the quality of 

its reasoning, but ... [t]he fact of such a decision is not a reason 

for following it.” Id. at 458. We consider whether Aon and 

Vendavo are on point and persuasive on the proposition for 

which Arrive cites them.

Aon differs from this case in an important respect. There, 

the court relied on factual findings about the risk of “a 

complete loss” of client relationships in concluding that the

defendants’ use of confidential client information supported 

a finding of irreparable harm. 2021 WL 4192072, at *27 (citing 

Foodcomm, 328 F.3d at 304). But there is no evidence to support 

a complete loss of Arrive’s client relationships. Arrive makes 

no such allegation.

Vendavo is not entirely on point either. The trial court’s 

finding of irreparable harm there rested on its assessment that 

the former employee’s new position would result in the

“inevitable disclosure” of trade secrets. 397 F. Supp. 3d at 

1142, 1144. By contrast, here the trial court examined the 

record and found Arrive had not sufficiently shown that any 
18 No. 21-3101 

of its proffered categories of information qualified as trade 

secrets. Moreover, the evidence before us does not support 

any assertion of the inevitable disclosure of trade secrets 

because the individual defendants’ jobs at Traffic Tech were 

management-level positions for which their responsibilities

differed significantly from those they had at Arrive. Just 

because the individual defendants remained in the thirdparty logistics industry does not mean they would inevitably 

disclose trade secrets. 

To the extent the courts in Aon and Vendavo concluded or 

suggested that a former employee’s use of confidential 

information is independently sufficient to support a finding 

of irreparable harm, we decline to adopt that analysis.

Regardless of what costs were incurred or avoided in the past,

a future threat of irreparable harm must exist to warrant 

injunctive relief. See Lawson Prods., 782 F.2d at 1440–41. That 

is, the movant must show it “will suffer” irreparable harm in 

the absence of an injunction. Stuller, Inc., 695 F.3d at 678. In 

some cases, a former employee’s use of an employer’s 

confidential information could support a finding of 

irreparable harm to the former employer. But there must be a 

causal mechanism to support such a finding. For instance, in 

a typical dispute of this sort, the former employee’s use of 

confidential information could harm the employer by causing 

a loss of profits or customer relationships. In such a case, the 

employer must show the lost profits or lost customer 

relationships cannot be calculated with any reasonable degree 

of certainty. See, e.g., Life Spine, 8 F.4th at 545–46. 

As just discussed, the only mechanism Arrive posits for 

how the individual defendants’ use of Arrive’s confidential 

information could give rise to future irreparable harm is 
No. 21-3101 19 

through lost sales and profits. Yet, those lost sales and profits 

relate to eleven identifiable customers, and they can be 

quantified using a straightforward process. So, Arrive’s lost 

sales and profits do not support a finding of irreparable harm.

For these reasons, the district court was within its 

discretion to conclude that Arrive had an adequate remedy at 

law and would suffer no irreparable harm in the absence of 

an injunction. Because that “threshold requirement” for 

injunctive relief was not met, Life Spine, 8 F.4th at 545, the 

district court did not abuse its discretion in denying the 

requested preliminary injunction.4 See Lawson Prods., 782 F.2d 

at 1440–41. 

C. Arrive’s Failure to Protect its Information

Arrive contends the defendants’ use of its confidential 

information requires a finding of irreparable harm, and it 

argues the district court clearly erred in concluding otherwise.

But the company’s conduct upon the individual defendants’ 

departures tells a different story.

Because of policies that Arrive put in place at the onset of 

the pandemic, the individual defendants had access to the 

Accelerate platform on their personal devices. Thus, as a 

result of Arrive’s business decisions, the individual 

defendants were able to use their personal devices to retrieve 

and download the categories of information the company

categorizes as trade secrets. Arrive does not contest this.

4 The parties disagree about whether the district court erred in concluding 

that Arrive was not likely to succeed on the merits of its claims for breach

of contract against the individual defendants. We do not address that 

dispute because we resolve this case on other grounds. 
20 No. 21-3101 

Nevertheless, a human resources manager conducted exit 

interviews of Scott, Mayer, Hernandez, and Hoffman without 

asking them to produce their personal devices for inspection, 

state whether they had company data on those devices, or 

remove company data. Defendants also maintain that they 

were willing to return or destroy the information Arrive 

characterizes as confidential, but they were unable to do so 

because of a litigation hold. Arrive failed to take basic steps to 

prevent the individual defendants from possessing its 

purportedly confidential information. So, the company’s

claim that their possession qualifies as irreparable harm rings 

hollow. Arrive could have prevented the claimed harm by 

taking greater care in executing information-security

procedures prior to, or immediately following, the 

termination of the individual defendants’ employment.5 Even 

though Arrive failed to do so, the defendants have offered the 

company the opportunity to remedy the harm by turning 

over or destroying the information at issue. Arrive has 

evidently refused that offer. Accordingly, it cannot show 

5 As the district court noted, to succeed on a claim for misappropriation of 

trade secrets, a company must take reasonable measures to protect the 

secrecy of its information. This requirement is codified within the Defend 

Trade Secrets Act as part of the definition of the term “trade secret.” 18 

U.S.C. § 1839(3)(A). Courts evaluate the question of whether efforts to 

keep information confidential were sufficient “on a case-by-case basis, 

considering the efforts taken and the costs, benefits, and practicalities of 

the circumstances.” Tax Track Sys. Corp. v. New Inv. World, Inc., 478 F.3d 

783, 787 (7th Cir. 2007); see also Rockwell Graphic Sys., Inc. v. DEV Indus., 

Inc., 925 F.2d 174, 179–80 (7th Cir. 1991). In some circumstances, judgment 

as a matter of law for defendants is appropriate because it is “readily 

apparent that reasonable measures simply were not taken.” Tax Track, 478 

F.3d at 787. This could be such a case, considering the facts. 
No. 21-3101 21 

irreparable harm arising from the defendants’ alleged use of 

the information claimed to be confidential.

IV

Arrive focuses primarily on the district court’s denial of 

injunctive relief on its claims for breach of contract and, to a 

lesser extent, its claims for misappropriation of trade secrets. 

Although the absence of irreparable harm independently

precludes Arrive from obtaining a preliminary injunction

based on those claims, for completeness we also consider

whether the district court abused its discretion in balancing 

the relative harms. We discuss Arrive’s tortious interference

claims as well. 

A. Balancing of Harms

If the movant makes the required threshold showings of 

irreparable harm and a likelihood of success on the merits, the 

court then weighs “the irreparable harm the moving party 

will endure if the preliminary injunction is wrongfully denied 

versus the irreparable harm to the nonmoving party if it is 

wrongfully granted” and “the effects, if any, that the grant or 

denial of the preliminary injunction would have on 

nonparties.” Turnell, 796 F.3d at 662 (citations omitted). Under 

this “sliding scale” approach, “the more likely [the moving 

party] is to win, the less the balance of harms must weigh in 

his favor; the less likely he is to win, the more it must weigh 

in his favor.” Id. Unless the district court’s legal conclusions 

were incorrect or its findings of fact were clearly erroneous, 

we afford the court’s ultimate decision “great deference.” Life 

Spine, 8 F.4th at 539; Speech First, Inc. v. Killeen, 968 F.3d 628, 

638 (7th Cir. 2020). 
22 No. 21-3101 

In balancing the harms here, the district court reasoned 

that Arrive would potentially suffer moderate financial 

harm—much of which had already occurred by the time the 

preliminary injunction motion was ripe for decision—if the 

injunction were denied. On the other hand, the court believed 

the individual defendants “would be heavily harmed” 

because they would have to cease their work with Traffic Tech 

if an injunction were issued. Thus, the court concluded that 

the balance of harms favored the denial of injunctive relief, 

“particularly as there is a low likelihood of success on the 

merits” of Arrive’s claims for breach of contract and

misappropriation of trade secrets. 

On appeal, Arrive asserts the district court abused its 

discretion when balancing the harms. According to Arrive,

the court failed to sufficiently acknowledge the possibility 

that Traffic Tech could have assigned the individual 

defendants to work “outside of the continental United 

States,” or it could have exclusively allocated them tasks 

related to “service offerings that Arrive does not provide its 

customers.” 

That argument does not persuade. It would be highly 

impractical for the individual defendants to work for Traffic 

Tech outside the continental United States, so the district 

court did not abuse its discretion when it did not seriously

consider that possibility. Similarly, the record belies Arrive’s 

assertion that the requested injunction would not have put the 

individual defendants out of work since they could have been 

employed with Traffic Tech in a different capacity. Upon 

joining Traffic Tech, the individual defendants had 

management-level responsibilities, which were quite 

different from those they held at Arrive. Nevertheless, Arrive
No. 21-3101 23 

sued them. And during this litigation Arrive has attempted to 

emphasize any minor or tangential similarities in job duties.

This indicates the district court was correct to conclude that 

the injunction Arrive requested would have functionally 

rendered the individual defendants unemployed.

Arrive required the individual defendants to sign broad 

restrictive covenants. While litigating this case, Arrive has 

taken aggressive positions that, if accepted, would strain the 

limits of those contracts. We do not rule on whether the 

restrictive covenants are enforceable. Yet, when balancing the 

relative harms, the district court was well within its discretion 

to consider and weigh the deleterious effects that an 

injunction enforcing the restrictive covenants against the 

individual defendants would impose on them. See Life Spine, 

8 F.4th at 546 (affirming the district court’s balancing of 

harms).

Nor do Arrive’s other arguments about the district court’s 

balancing of harms fare any better. The company contends the 

court abused its discretion by noting Arrive had already 

suffered much of its claimed economic harm by the time the 

court decided its motion. But Arrive cites no authority for the 

proposition that a trial court may not consider whether harm 

to the movant has already occurred, as opposed to having the 

potential to occur in the future. To the contrary, the court’s 

interpretation is consistent with our case law requiring a 

party moving for injunctive relief to show it “will suffer” 

irreparable harm in the absence of such relief. Speech First, 968 

F.3d at 637; Stuller, Inc., 695 F.3d at 678. 

And again, Arrive cannot rely on the defendants’ alleged 

use of confidential information to show irreparable harm 
24 No. 21-3101 

when that purported harm would not have been possible but 

for the company’s own carelessness. Arrive failed to take 

basic steps to ensure that the individual defendants would 

not have access to confidential information after their 

employment, and it has declined their offer to return or 

destroy such information during this litigation. These 

weaknesses in Arrive’s assertion of irreparable harm further 

support the conclusion that the district court acted within its 

discretion in balancing the relative harms.

Our decision today does not foreclose Arrive’s ability to 

recover from the individual defendants. Under the 2020–21 

employment agreements, Arrive’s claims against the 

individual defendants are subject to arbitration. Those 

proceedings are currently pending, and the merits of the 

disputes will be resolved in that forum. Before the arbitrator, 

Arrive will have ample opportunity to offer proof as to the 

extent of the economic harms it has suffered. But given the 

balance of harms, the district court was within its discretion 

to deny injunctive relief. 

B. Tortious Interference Claims

Finally, we assess Arrive’s claims for tortious interference.

Two sets of claims are at issue: tortious interference with 

current and prospective economic advantage (against all 

defendants) and tortious interference with contract (against 

Traffic Tech). These claims were pleaded in the Second 

Amended Complaint, and briefed in Arrive’s preliminary

injunction motion, but they were not decided by the district 

court. The district court did not give a reason why it did not 

address these claims, nor have we located such a reason in the 

record. 
No. 21-3101 25 

Although the district court should have decided Arrive’s

tortious interference claims, this omission does not alter our 

decision to affirm the denial of the preliminary injunction for

two reasons. First, in advancing these claims, Arrive alleges 

the same type of harm as with its breach of contract and trade

secrets claims—lost profits, diminished customer 

relationships, and the use of Arrive’s confidential 

information. Because those harms are not irreparable, for the 

reasons previously discussed, the district court did not abuse 

its discretion by declining to issue an injunction to halt the 

alleged tortious interference. Second, the district court 

carefully balanced the harms. Under that balancing analysis, 

the district court was within its discretion to deny an 

injunction to preserve the individual defendants’ ability to 

earn a living. 

The tortious interference claims against the individual 

defendants, then, are likewise subject to arbitration under the 

2020–21 employment agreements. Still, this does not preclude 

Arrive from recovering monetary damages against Traffic 

Tech.

V 

We have jurisdiction to hear this appeal from the denial of 

a motion for a preliminary injunction. The entire appeal 

presents a live controversy because under Texas law, the 

district court had equitable authority to extend the terms of 

the individual defendants’ restrictive covenants.

Arrive has failed to meet the threshold requirement of 

irreparable harm. The district court did not err in concluding

that lost sales and profits, which allegedly resulted from the 

defendants’ wrongful conduct, could be compensated 
26 No. 21-3101 

through monetary damages. Nor did Arrive show irreparable 

harm through lost opportunities or the individual 

defendants’ use of confidential information, both of which are 

harms that would ultimately manifest in the form of 

calculable lost sales and profits. Thus, there was no 

irreparable harm, and the district court was correct to deny 

the requested injunction. Further, even if Arrive had shown 

irreparable harm, the trial court did not abuse its discretion in 

balancing the relative harms.

For these reasons, we AFFIRM the district court’s denial of 

the motion for a preliminary injunction.