Matter of Lummus Tech., LLC v Air Prods. &

Chems., Inc.

2024 NY Slip Op 33189(U)

September 11, 2024

Supreme Court, New York County

Docket Number: Index No. 654365/2024

Judge: Joel M. Cohen

Cases posted with a "30000" identifier, i.e., 2013 NY Slip

Op 30001(U), are republished from various New York

State and local government sources, including the New

York State Unified Court System's eCourts Service.

This opinion is uncorrected and not selected for official

publication.
NYSCEF DOC. NO. 39 

SUPREME COURT OF THE STATE OF NEW YORK 

INDEX NO. 654365/2024 

RECEIVED NYSCEF: 09/11/2024 

COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 03M 

-----------------------------------------------------------------------------------X 

IN THE MATTER OF THE APPLICATION OF LUMMUS 

TECHNOLOGY, LLC 

Petitioner, 

- V -

AIR PRODUCTS AND CHEMICALS, INC., 

Respondent. 

-----------------------------------------------------------------------------------X 

HON. JOEL M. COHEN: 

INDEX NO. 654365/2024 

MOTION DATE 08/26/2024 

MOTION SEQ. NO. 001 

DECISION+ ORDER ON 

MOTION 

The following e-filed documents, listed by NYSCEF document number (Motion 001) 2, 3, 4, 5, 6, 7, 8, 

9, 10, 11, 12, 13, 14,23, 30, 31, 32, 33, 34, 35, 36, 37, 38 

were read on this motion for PRELIMINARY INJUNCTION/RESTRAINING ORDER 

Upon reviewing the Petition filed by Petitioner Lummus Technology, LLC ("Lummus" 

or "Petitioner"), the Affidavit of Richard Jibb sworn to on August 21, 2024, the Emergency 

Affidavit of Richard Jibb sworn to on August 21, 2024, the Affirmation of Joseph Scholz dated 

August 19, 2024, and the Memorandum of Law dated August 23, 2024 in support of this 

application seeking temporary restraints and a preliminary injunction pursuant to CPLR 6301 

and 7502( c) in aid of arbitration ( collectively, the "Application"); and upon the letter submitted 

by Respondent Air Products and Chemicals, Inc. ("APCI" or "Respondent) on September 3, 

2024 in opposition to the Application; and upon the arguments presented by counsel for both 

parties during hearings before the Court on September 4, 2024 and September 10, 2024; and 

upon further submissions by the parties in connection therewith (including proposed orders), and 

upon all pleadings and proceedings hereto and had herein; and it appearing to the Court that the 

matter is of sufficiently emergent nature to justify the entry of this Order; and it further appearing 

654365/2024 IN THE MATTER OF THE APPLICATION OF LUMMUS TECHNOLOGY, LLC vs. AIR 

PRODUCTS AND CHEMICALS, INC. 

Motion No. 001 

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NYSCEF DOC. NO. 39 

INDEX NO. 654365/2024 

RECEIVED NYSCEF: 09/11/2024 

to the Court that immediate and irreparable harm will likely result and that the award in 

arbitration to which Petitioner may be entitled may be rendered ineffectual without provisional 

relief, and upon good cause having been shown, and for the reasons stated on the record at the 

September 4 and 10 oral arguments; 

NOW, THEREFORE, it is hereby 

ORDERED AND ADJUDGED that Lummus' s Petition ( and motion by Order to Show 

Cause) for temporary restraints and a preliminary injunction is GRANTED IN PART as set 

forth below, and otherwise denied; it is further 

ORDERED that APCI and all persons acting in cooperation or concert with it, including 

all affiliates or subsidiaries, are immediately restrained and enjoined from transferring or 

disclosing any Confidential Information, as that term is defined in the Technology Development 

and Commercialization Agreement (NYSCEF 5, the "Agreement" or "TDCA"), belonging to 

Lummus to Honeywell International, Inc. or any person or entity acting in cooperation or 

concert with it, including its subsidiaries, affiliates or divisions, including its subsidiary 

Honeywell UOP ( collectively "Honeywell"); it is further 

ORDERED that: 

1. APCI shall expressly exclude Lummus Confidential Information from the 

pending transaction between APCI and Honeywell (the "Transaction"); 

2. APCI shall take specific and deliberate steps necessary to prevent the transfer of 

any Lummus Confidential Information to Honeywell as part of the Transaction. These steps 

apply both to documentation ( electronic and otherwise) being transferred to Honeywell, and to 

personnel who will be joining Honeywell upon the closing of the Transaction; 

654365/2024 IN THE MATTER OF THE APPLICATION OF LUMMUS TECHNOLOGY, LLC vs. AIR 

PRODUCTS AND CHEMICALS, INC. 

Motion No. 001 

2 of 4 

Page 2 of 4 

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NYSCEF DOC. NO. 39 

INDEX NO. 654365/2024 

RECEIVED NYSCEF: 09/11/2024 

3. APCI shall ensure that all employees who are transferring to Honeywell as part of 

the Transaction and had any potential exposure to Lummus Confidential Information will 

separate all documents ( electronic and otherwise) and emails containing, or potentially 

containing, Lummus Confidential Information from the rest of their files, and APCI shall collect 

and retain all such segregated information; 

4. APCI employees who are transferring to Honeywell as part of the Transaction are 

prohibited from taking any Lummus Confidential Information with them to Honeywell; 

5. APCI employees who are transferring to Honeywell as part of the transaction are 

prohibited from disclosing any Lummus Confidential Information to Honeywell; 

6. APCI shall instruct each APCI employee transferring to Honeywell who has had 

any potential exposure to Lummus Confidential Information to move all files potentially 

containing Lummus Confidential Information to a single folder and ensure that such files have 

been permanently deleted from their original location. These files shall include, but are not 

limited to, all emails containing a Lummus email address; all files accessed from specified share 

drives used to store Lummus-related information; all files in which any of a specified list of 

Lummus-related terms occur, including the word Lummus itself; all calculations, simulations or 

data generated from or containing process specifications received from Lummus (including cost 

estimates and scheduling information); all drafts or copies of the Memorandum of Understanding 

between Air Products and Lummus; and all drafts or copies of the TDCA. APCI shall instruct 

employees to err on the side of caution and be over-inclusive when segregating documents 

potentially containing Lummus Confidential Information; 

7. APCI shall require employees transferring to Honeywell to certify in writing that 

they have abided by the Lummus Confidential Information data segregation protocols described 

654365/2024 IN THE MATTER OF THE APPLICATION OF LUMMUS TECHNOLOGY, LLC vs. AIR 

PRODUCTS AND CHEMICALS, INC. 

Motion No. 001 

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NYSCEF DOC. NO. 39 

INDEX NO. 654365/2024 

RECEIVED NYSCEF: 09/11/2024 

herein and will not retain any Lummus Confidential Information, or transfer or disclose the same 

to Honeywell; and 

8. For the avoidance of doubt, the proposed license of APCI Developed Technology, 

as defined in the TDCA, to Honeywell as part of the Transaction shall not result in the transfer or 

disclosure to Honeywell of any Lummus Confidential Information in violation of this Order. 

The Court expresses no opinion at this time as to whether such license ( or any other aspect of the 

Transaction not within the scope of this Order) is otherwise permitted under the TDCA; and it is 

further 

ORDERED that the parties file the transcripts of the September 4 and September 10, 

2024, conferences on NYSCEF upon receipt. 

This constitutes the Decision and Order of the Court. The Clerk is direct to mark this 

Special Proceeding disposed. 

9/11/2024 

DATE 

CHECK ONE: 

JOEL M. COHEN, J.S.C. 

APPLICATION: 

CHECK IF APPROPRIATE: 

~ CASE DISPOSED 

GRANTED □ DENIED 

SETTLE ORDER 

INCLUDES TRANSFER/REASSIGN 

NON-FINAL DISPOSITION 

GRANTED IN PART 

SUBMIT ORDER 

FIDUCIARY APPOINTMENT 

654365/2024 IN THE MATTER OF THE APPLICATION OF LUMMUS TECHNOLOGY, LLC vs. AIR 

PRODUCTS AND CHEMICALS, INC. 

Motion No. 001 

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□ OTHER 

□ REFERENCE 

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