UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF OHIO

WESTERN DIVISION

TOTAL QUALITY LOGISTICS, LLC,

Plaintiff, Judge Timothy S. Black

v. Case No. 1:17-cv-797

COVAR TRANSPORTATION d/b/a 

COVAR BROKERAGE, et al.,

Defendants.

ORDER DENYING PLAINTIFF’S MOTION

TO EXTEND TEMPORARY RESTRAINING ORDER (Doc. 7)

I. INTRODUCTION

This case is before the Court on the motion of Plaintiff Total Quality Logistics, 

LLC (“TQL”) (Doc. 7) to extend a temporary restraining order (“TRO”) issued by the 

Clermont County Court of Common Pleas (“State Court”), and the parties’ responsive 

memoranda (Docs. 11, 12). 

As a threshold matter, the Court cannot extend an order that was issued in a 

manner that would violate the Federal Rules of Civil Procedure. See Gonzalez v. Wells 

Fargo Bank, N.A., Case No. 5:12-cv-3842-EJD, 2012 U.S. Dist. LEXIS 110697, at * 5 

(N.D. Cal. Aug. 7, 2012) (“If an order issued by a state court would not be supportable 

under federal law, a federal court cannot affirmatively extend it[.]”). 
2

II. BACKGROUND

The following facts are taken from the limited record before the Court and are 

recited here for the purpose of addressing the motion to extend an order granting 

preliminary injunctive relief. The parties should note that any findings of fact and 

conclusions of law made by a district court in addressing a request for injunctive relief 

are not binding at a trial on the merits. See Am. Sys. Consulting, Inc. v. Devier, 514 F. 

Supp. 2d 1001, 1003 (S.D. Ohio 2007). 

A. The Parties.

TQL is an Ohio limited liability company that is engaged in the highly competitive 

business of providing freight brokerage services in every state in the continental United 

States. (Doc.4 at ¶ 10). As a third-party logistics company, TQL does not own its own 

trucks. (Id. at ¶ 11). Instead, TQL links entities with freight with over-the-road carriers. 

(Id.) For its services, TQL receives a fee. (Id.)

Defendant Covar Transporation d/b/a Covar Brokerage (“Covar”) is a third-party 

logistics broker and a direct competitor of TQL. (Doc. 4 at ¶ 14). Defendants David 

Minnis, John Fletcher, Todd Brazeal, Chase Walker, and Cameron Brown are former 

employees of TQL (collectively, the “Former TQL Employees”). (Doc. 4 at ¶¶ 1-5).

B. Facts as Alleged by TQL.

The Former TQL Employees were Logistics Account Executives while employed 

at TQL. (Doc. 9-1 at ¶ 4). In that position, they were responsible for developing 

customers and selling to existing customers. (Id.) The Former TQL Employees were 

usually the primary contact between TQL and its customers. (Id.)
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In connection with their employment at TQL, each of the Former TQL Employees 

executed an Employee Non-Compete, Confidentiality and Non-Solicitation Agreement 

(“Agreement”). (Doc. 9-1 at ¶¶ 5-8). By signing the Agreement, the Former TQL 

Employees agreed, inter alia, to (1) maintain the secrecy of TQL’s confidential 

information; (2) not solicit TQL customers for a period of one year following the 

termination of their employment; and (3) not compete against TQL or work for a TQL 

competitor for a period of one year following termination of employment with TQL. 

(See, e.g., Doc. 3-1). 

The Former TQL Employees are now employed by Covar, where they hold duties 

similar to those they held at TQL. (Doc. 9-1 at ¶¶ 19, 22).

On November 3, 2017, TQL commenced this action in the State Court. Counsel 

for TQL and Defendants discussed this case as early as November 2, 2017. (Doc. 11-3 at 

2). 

On November 13, 2017, TQL filed a Second Amended Complaint (“SAC”). (Doc. 

4). The SAC alleges that the Former TQL Employees have been in contact with TQL 

customers and carriers. (Id. at ¶ 32). The SAC alleges that the Former TQL Employees 

intend, unless restrained, to continue to be employed by Covar (in direct competition with 

TQL), to misappropriate TQL’s business opportunities and trade secrets, and to unjustly 

enrich themselves and Covar by using the skills, contacts, business relationships, 

methods, and knowledge developed by TQL. (Id. at ¶ 37). The SAC asserts claims of 

breach of contract and breach of fiduciary duty against the Former TQL Defendants, and 
4

claims of misappropriation of trade secrets, intentional interference with contract, and 

unfair competition against all Defendants.1

 

 On November 9, 2017, TQL filed a motion for temporary restraining order, 

preliminary injunction, and permanent injunction. (Doc. 9). On November 20, 2017, 

TQL filed a separate motion for temporary restraining order against Mr. Brown, who was 

added as a defendant in the SAC (together, the “Motions for TRO”). (Doc. 5). The 

Motions for TRO asserted that Covar poached pre-trained TQL employees and, through 

Mr. Walker, has contacted and attempted to do business with TQL customers. (Doc. 9 at 

4). TQL’s Motions for TRO requested an order enjoining the Former TQL Employees 

from using or disclosing TQL’s trade secrets, further breaching the Agreement, and from 

otherwise wrongfully competing with TQL. (Doc. 9 at 1). The motions also requested an 

order enjoining Covar from wrongfully competing with TQL, from tortiously interfering 

with the Agreement, and from using any TQL trade secrets. (Id.) Neither motion 

contains a certificate of service because, despite the fact that TQL’s counsel had 

previously been in contact with Defendants’ counsel regarding this litigation, TQL 

intentionally did not serve the Motions for TRO on Defendants. (See Doc. 7 at 8). 

On November 20, 2017, the State Court held an ex parte hearing on TQL’s 

Motions for TRO. At the hearing, TQL’s counsel explained that he had intentionally not 

provided notice of the Motions for TRO to Defendants because, in other cases, providing 

 1 The SAC includes a fifth “claim” for punitive damages. The Court notes that no such claim 

exists. Lizard Apparel & Promotions LLC v. Impact Design, LLC, Case No. 3:16-cv-238, 2017 

U.S. Dist. LEXIS 72325, at * 23 (S.D. Ohio May 11, 2017) (holding “punitive damages” is not 

an independent cause of action under Ohio law). 
5

notice made it difficult to obtain a TRO:

I will say this, Your Honor. I have not given notice of this motion to the 

other side. I would say that notice should not be given because what has 

happened in the past in some of these cases is, is I file a motion for 

temporary restraining order. There’s a week before my motion, and the 

hearing date, which is what happened in this case, and I give notice, and 

I’ve had this happen on several occasions, they – the Defendants go into a 

local court and attempt to, in one case they have gotten an order saying that 

I’m not – I’m prohibited – I’m prohibited from proceeding with my lawsuit 

in Ohio. 

(Doc. 13 at 4). 

On November 20, 2017, the State Court issued the TRO which, inter alia, 

enjoined the Former TQL Employees from working for their employer without the 

opportunity to be heard. (Doc. 1-3 at 395-97). Specifically, the TRO states: 

(1) The Former TQL Employees are prohibited and enjoined from 

accessing, using, disseminating, or otherwise distributing any TQL trade 

secrets or confidential information; and

(2) The Former TQL Employees are prohibited and enjoined from working 

for Covar or any TQL competitor, including competing selfemployment, within the continental United States; and 

(3) The Former TQL Employees are prohibited and enjoined from soliciting 

transportation intermediary business; and

(4) The Former TQL Employees are prohibited and enjoined from 

contacting or communicating with any TQL customers and/or carriers 

for the purpose of doing business or attempting to do business with 

those customers or carriers; and 

(5) The Former TQL Employees and Covar are prohibited and enjoined 

from disclosing and/or communicating TQL trade secrets (including the 

identities and contact information of its customers) to Covar and/or to 

any other persons or entities. 
6

(Id.) The TRO set TQL’s request for a preliminary injunction for hearing on December

1, 2017, at 11:00 a.m. (Id. at 397). 

On November 27, 2017, Defendants removed the case to this Court. (Doc. 1). On 

November 29, 2017, this case came before the Court for an informal preliminary 

conference on TQL’s pending motion for preliminary injunction pursuant to Southern 

District of Ohio Civil Rule 65.1. At the hearing, Defendants argued that the TRO should 

have never been issued because they were not notified of it nor afforded the opportunity 

to respond. TQL argued that the TRO should be extended, and notified the Court of its 

intention to file a motion to remand for lack of subject matter jurisdiction. On November 

30, 2017, TQL filed its motion to extend the TRO. (Doc. 7). 

III. ANALYSIS

The Federal Rules of Civil Procedure provide that a temporary restraining order 

expires 14 days after entry unless the Court, for good cause, extends it for a like period or 

the adverse party consents to a longer extension. Fed. R. Civ. P. 65(b)(2). 

TQL argues that the State Court’s entry of the TRO was intended to provide 

continuous injunctive relief until the hearing on TQL’s motion for preliminary injunction, 

which the State Court scheduled for December 1, 2017. (Doc. 7 at 5-6). TQL argues 

that, by removing this case, Defendants delayed resolution of TQL’s motion for a 

preliminary injunction and denied TQL the continued injunctive relief intended by the 

TRO. (Id.) Accordingly, TQL argues that the TRO should be extended.

Defendants argue that the TRO should never have issued in light of TQL’s 

admission that it did not provide notice of the Motions for TRO. (Doc. 11 at 5-7). 
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The Court agrees with Defendants. The Federal Rules of Civil Procedure provide 

that a court may issue a temporary restraining order without notice only if:

(A) Specific facts in an affidavit or a verified complaint clearly show that 

immediate and irreparable injury, loss, or damage will result to the movant 

before the adverse party can be heard in opposition; and

(B) The movant’s attorney certifies in writing any efforts made to give notice 

and the reasons why it should not be required. 

Fed. R. Civ. P. 65(b)(1)(A)&(B). 

The provisions of Federal Rule of Civil Procedure 65(b)(1) are mandatory and 

failure to comply justifies denial of a motion for temporary restraining order. See Tugrul 

v. Weiner, Case No. 1:15-cv-657, 2015 U.S. Dist. LEXIS 149627, at * 5 (S.D. Ohio Nov. 

4, 2015) (“Plaintiff’s motions for temporary injunctive relief should therefore be denied 

for failure to comply with the requirements of the Federal and Local Rules for issuance of 

a temporary restraining order without notice to the opposing parties.”); Alahverdian v. 

Nemelka, Case No. 3:15-cv-060, 2015 U.S. Dist. LEXIS 21266, at * 2 (S.D. Ohio Feb. 

23, 2015) (“Plaintiff has fulfilled neither of [the Rule 65(b)(1)] requirements, and the 

motion should therefore be denied.”). 

Here, the Motions for TRO do not contain specific facts demonstrating that TQL 

would incur irreparable injury before Defendants could file a response. Nor do the 

Motions for TRO contain a certification from TQL’s attorney indicating what efforts he 

made to provide notice and/or the reasons why it should not be required. To the contrary, 

TQL deliberately chose not to provide notice of the Motions for TRO in an attempt to 

prevent Defendants from opposing it. 
8

The Motions for TRO clearly failed to meet either of the prerequisites to an ex 

parte injunction provided in Federal Rule of Civil Procedure 65(b)(1). Accordingly, the 

TRO would not have been granted in this Court, and good cause does not exist to extend 

it here. 

TQL presents five arguments in support of its request for extension. First, TQL 

argues that the Court can issue temporary restraining orders without providing notice to 

the opposing party. (Doc. 7 at 7-8). This argument fails as a matter of law. As explained 

supra, the Federal Rules of Civil Provide allow temporary restraining orders to issue 

without notice only if the requirements of Rule 65(b) are fulfilled. 

Second, TQL argues that the State Court was fully aware that TLQ did not provide 

notice of the Motions for TRO to Defendants and issued the TRO anyway. (Doc. 7 at 8; 

Doc. 12 at 1). 

This argument fails. Whether or not the State Court thought notice to Defendants 

was necessary is irrelevant. Once a case has been removed to federal court, its course is 

to be governed by federal law, including the Federal Rules of Civil Procedure. Granny 

Goose Goods v. Bhd. Of Teamsters & Auto Truck Drivers, 415 U.S. 423, 441 (1974). 

The Federal Rules of Civil Procedure do not allow a party to be enjoined without notice 

and an opportunity to be heard except as provided in Rule 65(b)(1). The Court cannot 

extend an order that was issued in a manner that would violate the Federal Rules of Civil 

Procedure. See Gonzalez v. Wells Fargo Bank, N.A., Case No. 5:12-cv-3842-EJD, 2012 

U.S. Dist. LEXIS 110697, at * 5 (N.D. Cal. Aug. 7, 2012) (“If an order issued by a state 
9

court would not be supportable under federal law, a federal court cannot affirmatively 

extend it[.]” (emphasis added)). 

Third, TQL argues that American Systems Consulting Inc. v. Devier, 514 F. Supp. 

2d 1001 (S.D. Ohio 2007), requires this Court to extend the TRO. (Doc. 7 at 6). In that 

case, just like this one, the plaintiff obtained a temporary restraining order in state court, 

the state court set the matter for a preliminary injunction hearing, and the defendant 

removed the case to federal court days before the hearing. The federal court found that 

good cause existed to extend the temporary restraining order because, otherwise, 

“Defendants will have been able to overcome continued injunctive relief simply by 

removing the case to this federal forum.” Am. Sys. Consulting, 514 F. Supp. 2d at 1009. 

The federal court credited the state court’s finding that the plaintiff would suffer 

irreparable harm in the absence of a temporary restraining order. Id. at 1010. TQL 

argues that this Court should similarly credit the State Court’s finding that the TRO was 

warranted and extend the TRO to prevent it from expiring. 

This argument fails. The Court need not address whether American Systems 

Consulting requires it to “credit” the State Court’s substantive finding that a TRO was 

warranted because this action is now governed by the Federal Rules of Civil Procedure, 

which does not allow ex parte injunctive relief except in limited circumstances that are 

not present here. Again, the Court does not find “good cause” exists to extend an order 

that the Federal Rules of Civil Procedure would not have allowed to issue in the first 

place. 
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Fourth, TQL argues it had good cause for intentionally not providing Defendants 

notice of its Motions for TRO:

Furthermore, TQL did not provide notice to the Defendants because on 

three previous case[s] after TQL provided notice to out of state 

Defendants/Defendants’ counsel of a TRO hearing in a non-compete case, 

the Defendants rushed to their respective local court houses in an attempt to 

enjoin TQL from proceeding with its request for TRO. One case when this 

happened was with South Carolina counsel (albeit not this South Carolina 

counsel). In another case, Bertling Logistics, INC. et al. vs. Total Quality 

Logistics LLC, Cause No. 2014 38121, in Harris County, Texas, the Texas 

court actually granted the former TQL employee and his new company a 

temporary restraining order prohibiting TQL from proceeding with the 

Motion for TRO and the Ohio lawsuit (attached as Exhibit D). After the 

Ohio court determined that a Texas court could not enjoin TQL from 

proceeding with its first-filed Ohio lawsuit, the former TQL employee and 

his company sought to have TQL held in contempt of Court in the Texas 

lawsuit for proceeding with and obtaining the TRO. 

(Doc. 7 at 8). 

This argument is not well-taken. An ex parte temporary restraining order is “an 

extraordinary remedy that should only be granted if the movant carries his burden of 

proving that the circumstances clearly demand it.” Overstreet v. Lexington-Fayette 

Urban County Gov’t, 305 F.3d 566, 573 (6th Cir. 2002) (emphasis added). The fact that 

TQL’s counsel has had difficulty procuring temporary restraining orders in other cases 

does not entitle TQL to an “extraordinary remedy” enjoining Covar’s business 

operations—and suspending the Former TQL Employees’ livelihoods—without an 

opportunity to be heard. 

Fifth, TQL argues that it would suffer immediate and irreparable harm if the TRO 

expired before the preliminary injunction hearing. (Doc. 7 at 10). 
11

This argument is not well-taken. TQL alleged in its Motions for TRO that 

injunctive relief was necessary to prevent the following irreparable injury: “The Former 

TQL Employees will inevitably use the confidential and proprietary information gained 

through their employment with TQL to commandeer opportunities, customers, and 

corporate goodwill in a manner that cannot be undone.” (Doc. 9 at 18). But the evidence 

before this Court is that the Former TQL Employees have not disclosed any confidential 

or proprietary information belonging to TQL, and Covar has instructed the Former TQL 

Employees to not call upon or solicit or contact any of TQL’s customers. (Doc. 11-1). 

At this juncture, TQL’s speculative injuries do not establish “good cause” to extend a 

TRO that would not have issued under the Federal Rules of Civil Procedure. See 

Lieberman v. Husted, 900 F. Supp. 2d 767, 781 (S.D. Ohio 2012) (“it is not enough for a 

party seeking injunctive relief to show a ‘possibility’ of irreparable harm; instead, it must 

be shown that irreparable injury ‘is likely in the absence of an injunction.’”) (quotation 

omitted).

IV. CONCLUSION

Despite the fact that TQL was in discussions with Defendants’ counsel about this 

lawsuit, TQL intentionally sought to obtain a TRO without providing Defendants notice 

or the opportunity to respond. The TRO would not have issued under the Federal Rules 

of Civil Procedure, and, for the foregoing reasons, good cause does not exist to extend it 

here. TQL’s motion to extend the TRO (Doc. 7) is DENIED. 

Within 48 hours of the filing of this Order, the parties shall meet and confer and 

jointly submit via email to chambers (black_chambers@ohsd.uscourts.gov) a proposed 
12

expedited discovery schedule and briefing schedule to resolve TQL’s motions for a 

preliminary and/or a permanent injunction (Docs. 5, 9).

IT IS SO ORDERED.

Date: _________ ______________________

Timothy S. Black

United States District Judge

12/4/17