govinfo:USCOURTS-ohsd-2_26-cv-00566-1

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF OHIO 
EASTERN DIVISION 
 
OH.IO VENTURES HOLDING, INC.,  
  
Plaintiff, 
       Case Number 2:26-cv-566 
v.     Judge Edmund A. Sargus, Jr.  
       Magistrate Judge Chelsey M. Vascura 
J. SETH METCALF, et al., 
  
Defendants. 
 
OPINION AND ORDER 
 
This matter is before the Court on Plaintiff OH.io Ventures Holding, Inc.’s Amended 
Motion for Temporary Restraining Order and Preliminary Injunction (“Amended Motion”). 
(ECF No. 26.) In accordance with this Court’s June 3, 2026 Order, Defendants J. Seth Metcalf, 
Jeff Schumann, and Kevin Colón responded to the Amended Motion on June 8, 2026. (ECF Nos. 
28, 31.) In the Court’s June 3, 2026 Order, the Court stated that no reply was to be filed unless 
otherwise ordered. (ECF No. 28.) The Amended Motion for Temporary Restraining Order is now 
ripe for review.  
The Court DENIES IN PART and HOLDS IN ABEYANCE IN PART the Amended 
Motion. (ECF No. 26.) This Opinion and Order addresses only the Amended Motion for 
Temporary Restraining Order, which is DENIED. The Amended Motion for Preliminary 
Injunction is HELD IN ABEYANCE. The Court will schedule a hearing on the Amended 
Motion for Preliminary Injunction after the parties meet and confer and advise the Court as 
ordered herein. 
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BACKGROUND 
 This litigation—and related lawsuits  pending in two other venues—is the result of a  
business venture gone awry. As adverse parties do, the parties here paint starkly different 
pictures of their dispute. In Plaintiff’s version of the story, this case is about “three Defendants  
 who teamed up in a long-planned scheme to engage in corporate theft, which was caught on the 
Company’s own systems.” (ECF No. 26, PageID 260.) Plaintiff claims Defendants “engaged in a 
coordinated effort to exfiltrate, retain, and in certain instances destroy Company data.” (Id. 
PageID 262.) In Defendants’ version of the story, this case is about Plaintiff “trying to destroy 
relevant, discoverable information.” (ECF No. 31, PageID 947.) It is a tale of promises made, but 
not kept, to the three Defendants to induce them to join Plaintiff OH.io. (Id. PageID 949–50.) 
I. The Alleged Facts 
Plaintiff is an artificial intelligence (“AI”)-native performance venture platform. (ECF 
No. 24, ¶ 27.) Its mission is to identify up-and-coming AI enterprises from around the world and 
help them scale their businesses in a way they would not be able to achieve on their own. (Id.) 
Ratmir Timashev is an entrepreneur and graduate of The Ohio State University. (Id. ¶ 65.) He 
initially funded Plaintiff OH.io. (Id.)  
Defendants are former executives of Plaintiff. See Schumann, et al. v. Timashev, et al., 
Franklin Cnty. C.P. No. 26CV003517 (filed April 14, 2026, Complaint (“State Complaint”)); 
(ECF No. 31-1).1 Defendant Schumann was the CEO and Co-Founder. (Id. ¶ 34.) Defendant 
 
1 This Court properly considers related complaints filed in other venues. Defendants attach those 
complaints to their response brief. (ECF Nos. 31-1, 31-3, 31-4.) The Court can also take judicial 
notice of proceedings in other courts of record. Lyons v. Stovall, 188 F.3d 327, 332 n.3 (6th Cir. 
1999); Williams v. Warden, Summit Behav. Healthcare, No. 2:23-cv-576, 2023 WL 2080353, at 
*6 n.4 (S.D. Ohio Feb. 17, 2023) (Vascura, M.J.) (citing Lyons), report and recommendation 
adopted, 2023 WL 2854837 (S.D. Ohio Apr. 10, 2023) (Morrison, J.); Chase Bank USA, N.A. v. 
City of Cleveland, 695 F.3d 548, 553 n.2 (6th Cir. 2012) (same proposition).  
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Colón was a General Partner and Chief Revenue Officer. (Id. ¶ 67.) Defendant Metcalf was 
Treasurer, Secretary, and a General Partner. (Id. ¶ 55.)   
A. Plaintiff’s Version of the Facts 
From Plaintiff’s perspective, Defendants schemed together to engage in corporate theft of 
company property. (See generally ECF Nos. 24, 26.) Defendants, as executives of the company, 
owed fiduciary duties to Plaintiff and had additional contractual obligations under employment 
agreements. (ECF No. 26, PageID 268–69.) For example, Defendant Schumann signed an 
employment agreement that required him to return to the company all confidential information 
and copies of confidential information, as well as all physical and electronic property. (Id. 
PageID 268; ECF No. 1-3.) Defendant Colón signed an employment agreement too, vowing not 
to use or disclosure confidential information, and to return all confidential information, physical 
property, and electronic property. (ECF No. 26, PageID 268–69; ECF No. 1-4.) Plaintiff alleges 
that as part of normal business practices, it has instituted protections to ensure the confidentiality 
of its proprietary information and trade secrets. (ECF No. 26, PageID 269–70; ECF No. 24, 
¶¶ 178–93.)  
Defendants were terminated on April 13, 2026. (ECF No. 26, PageID 270; ECF No. 24, 
¶¶ 101–03.) Plaintiff asserts that in the days prior to and after being fired, Defendants exported 
and downloaded sensitive company information including “the owner’s entire file of sent email, 
every email sent across the Company over a two-day span, financial reports, bank-account 
authorization documents, and insurance policies.” (ECF No. 26, PageID 260.) Plaintiff also 
maintains that Defendant Schumann wiped his laptop clean within a half an hour of being fired. 
(Id.) Plaintiff states that Defendant Colón downloaded two draft Master Services Agreements 
after this litigation began, and Defendants have not returned an AI tool, referred to as “Atlas,” or 
Atlas’s outputs. (Id. PageID 260–61.)  
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Plaintiff states Defendants’ production made on May 27, 2026, pursuant to this Court’s 
Order (explained below in section II) indicates Defendants stole company property. (Id. PageID 
261.) Plaintiff’s internal review indicates that Defendants stole company property and discussed 
document destruction among themselves before their termination. (Id. PageID 263, 271–75.) 
Plaintiff argues that the breadth of data exported indicates Defendants “did not attempt to limit 
their conduct to discrete or arguably relevant materials but instead engaged in wholesale 
extraction of Company data.” (Id. PageID 274.) Plaintiff argues that Defendants’ deletion was 
selective and constitutes classic spoliation. (Id.)  
B. Defendants’ Version of the Facts 
For their part, Defendants explain that Mr. Timashev funded Plaintiff OH.io through 
Ratmir Timashev Revocable Trust (the “Trust”) and Dutchess Management, LLC (“Dutchess”), 
the advisory firm that oversees and manages Mr. Timashev’s and the Trust’s finances. (ECF No. 
31-1, ¶¶ 21–22; ECF No. 31, PageID 949.) Gordon Caplan serves on OH.io’s Board and as Chief 
Executive Officer of Dutchess, and Joon Park is a Managing Director of Dutchess. (ECF No. 31-
1, ¶¶ 24–25.)  
Defendants were recruited to OH.io by Mr. Timashev, left behind former employers 
where they had hefty compensation and equity packages to join OH.io, and devoted their time, 
efforts, and talents to ensure OH.io met its goals. (See generally ECF No. 31-1.) Defendants 
allege in the State Complaint and argue here that Mr. Timashev represented in written and verbal 
communications that he would commit a $50 million fund to Plaintiff OH.io, attempt to raise an 
additional $50 million, and provide to Defendants carry-interest participation. (Id. ¶¶ 37, 50, 61.) 
Defendants argue they relied on those commitments and worked diligently to meet OH.io’s goals 
but eventually learned that Mr. Timashev “never intended either to fund OH.io as promised or to 
issue Schumann, Colón, and Metcalf their promised carry interests.” (Id. ¶¶ 68–72.) This led to 
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conversations between the parties, Defendants’ ultimate termination, and the filing of the State 
Complaint. (Id. ¶¶ 73–80; ECF No. 31, PageID 951.)  
Defendants say they have submitted documents and a privilege log in accordance with 
this Court’s May 13 Order. (ECF No. 31, PageID 953.) Defendants also state they have returned 
all company items previously in their possession to Plaintiff or their counsel (who is awaiting 
instructions on how to return the property). (Id.) As for the allegations related to Mr. Timashev’s 
inbox, Defendants state that “[a]lthough there was a download prior to terminations via Google 
vault using authorized OH.io credentials, that was on a work computer” and Defendants “have 
not seen anything from Timashev’s inbox since termination.” (ECF No. 31-5.)  
In response to Plaintiff’s assertion that Defendants have not returned the Atlas tool, 
Defendants state Atlas is an “AI-based personal productivity application” created by Defendant 
Schumann. (ECF No. 31, PageID 954.) Defendants assert Atlas is not company work product or 
a company application. (Id.) They also explain it is a desktop application that was authorized to 
Defendant Schumann and certain other employees, and Defendant Schumann cannot access data 
that employees other than himself authorized Atlas to access. (Id.) Defendants state that because 
Atlas ran as a local desktop application, they no longer have access to it upon termination and 
return of their company computers. (Id. PageID 955.)  
C. Litigation Pending in Other Courts 
Since April 2026, the parties have filed four lawsuits in three venues, which complicates 
this Court’s adjudication of this matter.  
The first lawsuit between the parties was the State Complaint filed on April 14, 2026, by 
Defendants against Plaintiff and Mr. Timashev, Mr. Caplan, Mr. Park, Dutchess, the Trust, and 
SaaS Innovation Labs, LLC, which was to be Plaintiff’s sole shareholder. (ECF No. 31-1.) The 
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State Complaint brings three counts for breach of contract and counts for fraud, civil conspiracy, 
promissory estoppel, unjust enrichment, and breach of fiduciary duty. (Id.)  
Next, Plaintiff filed this federal lawsuit. Then, Defendants filed another lawsuit in the 
Franklin County Court of Common Pleas alleging that Plaintiff, Mr. Timashev, and others began 
publicly defaming Defendants during the months between this lawsuit and the State Complaint. 
See Metcalf, et al. v. OH.io, et al., Franklin Cnty. C.P. No. 26CV004559 (filed May 13, 2026, 
Complaint); (ECF No. 31-3). The fourth suit was filed by Mr. Timashev against Defendants in 
the Superior Court of Connecticut at Stamford. There, he alleges that his privacy rights were 
violated when business meetings were recorded. See Timashev v. Metcalf, et al., Superior Court 
of Connecticut at Stamford No. FSTCV265034315S (filed May 21, 2026, Complaint); (ECF No. 
31-4). 
II. Procedural Background 
Plaintiff initiated this litigation on May 11, 2026, by filing a Complaint (ECF No. 1) and 
a Motion for Temporary Restraining Order and Preliminary Injunction (ECF No. 2). The Court 
held a Local Civil Rule 65.1 Conference on May 13, 2026, and issued an Order memorializing 
that conference. (ECF No. 9.) The Court’s Order directed Defendants to make a production by 
May 27, 2026, and stated that by June 3, 2026, “the parties should meet and confer and file a 
joint status report as to whether further briefing and a hearing on Plaintiff OH.io Ventures 
Holding, Inc.’s Motion for Temporary Restraining Order and Preliminary Injunction remain 
necessary.” (Id. PageID 103.) 
After the Court’s May 13 Order, the parties filed a Joint Motion for a Protective Order, 
which the Court granted and signed. The Interim Protective Order states:  
1. Until Defendants have made a full production and disclosure as required by the 
Court’s May 13, 2026 Order (ECF No. 9) and Plaintiff has had an opportunity 
to review the produced records and log and petition the Court for any further 
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relief it may deem necessary, Defendants shall keep and maintain the 
confidentiality of the Disputed Materials and shall neither modify nor destroy 
any of the Disputed Materials nor any related information, including metadata. 
 
2. Until the Court either dissolves this Interim Protective Order or enters a more 
comprehensive protective order, Defendants and their counsel shall not disclose 
any Disputed Materials to any persons other than the parties to this litigation, 
the parties’ counsel, and the Court. Defendants and their counsel shall not use 
any Disputed Materials for any purpose other than this litigation, including but 
not limited to any business, commercial, or competitive purpose. Defendants 
and their counsel shall also take reasonable steps to ensure the confidentiality 
and security of any electronically stored information (“ESI”) subject to this 
Order, and to ensure that such information cannot be accessed by any parties 
other than the parties to this action and their counsel and counsel’s office staff. 
Notwithstanding any provisions of this Order to the contrary, this Order does 
not affect or restrict discovery or other proceedings in the case Schumann, et al. 
v. Timashev, et al., Franklin County Common Pleas Case No. 26-CV-003517. 
 
(ECF No. 13, PageID 121–22.) The Interim Protective Order is still the operative protective 
order. Plaintiff began reviewing information in its internal system, and Defendants began 
reviewing over 30,000 documents to prepare for the forthcoming production. (ECF No. 31, 
PageID 952; see ECF No. 23.)  
Within two weeks, the parties emailed the Court, notifying the Court of disputes between 
them, and the Court held a status conference. (ECF Nos. 15, 19.) In the Order memorializing that 
conference, the Court set briefing schedules. (ECF No. 19.) The parties continue to brief those 
issues. Defendants produced all documents in accordance with the Court’s May 13 Order.  
A few days later, Plaintiff filed an Amended Complaint (ECF No. 24) and the Amended 
Motion (ECF No. 26). The Amended Complaint asserts the following causes of action and seeks 
injunctive relief on those counts: (1) breach of contract against Defendant Schumann; (2) breach 
of contract against Defendant Colón; (3) violations of the Defend Trade Secrets Act (“DTSA,” 
18 U.S.C. § 1831) and Ohio Uniform Trade Secrets Act (“OUTSA,” Ohio Revised Code 
§ 1333.61(D)) against all Defendants; and (4) conversion against all Defendants. (ECF No. 24, 
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PageID 223–31.) Plaintiff brings 10 other counts in the Amended Complaint but does not seek 
injunctive relief on those counts. (Id. PageID 231–48.)  
Upon receipt of the Amended Motion, the Court set a briefing schedule, and the 
Amended Motion is now ripe for review. (ECF No. 28.) The relief Plaintiff seeks in connection 
with its request for a temporary restraining order (“TRO”) is as follows:   
1. Defendants shall immediately return to OH.io all Company property in their 
possession, custody, or control, including but not limited to Atlas, all 
components and materials necessary to access, operate, or use Atlas, all data 
stored by or within Atlas, and all OH.io documents, emails, recordings, 
transcripts, trade secrets, confidential information, and any copies thereof, 
whether maintained in written, electronic, digital, cloud- based, or other 
form;  
2. Defendants shall immediately cease and desist from accessing, using, 
reviewing, copying, disclosing, transferring, syncing, operating, or 
otherwise exercising any control over OH.io’s trade secrets, confidential 
information, Company property, or Atlas and any related data, inputs, 
outputs, or functionality;  
3. Defendants shall preserve all materials relevant to this action, including all 
Company property, devices, accounts, repositories, applications, messages, 
metadata, logs, and communications in their possession, custody, or control, 
and shall be enjoined from deleting, altering, wiping, overwriting, factory-
resetting, concealing, transferring, or destroying any such materials. 
Defendants shall also suspend any disappearing- message, auto -delete, or 
similar functionality on any application or platform used for 
communications relating in any way to OH.io;  
4. Within a time period set by the Court, each Defendant shall provide a sworn 
declaration identifying all devices, accounts, applications, repositories, 
storage locations, cloud platforms, and third parties to whom any OH.io 
property, confidential information, trade secrets, recordings, transcripts, 
Atlas-related materials, or other Company data have been disclosed, 
transferred, synced, or maintained;  
5. Defendants shall submit all identified personal devices, accounts, 
repositories, storage locations, and other sources reasonably believed to 
contain OH.io data to inspection and forensic imaging by a neutral third-
party forensic examiner, and shall fully cooperate in that process, including 
by providing passwords, credentials, and access necessary to complete the 
examination;  
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6. Following the return of all Company property, each Defendant shall provide 
a sworn certification that he has returned all Company property and copies 
thereof, has ceased all access to and use of such materials, and does not 
retain any copies, whether directly or indirectly, except as preserved by the 
neutral forensic examiner or otherwise ordered by the Court;  
7. After preservation and confirmation by the neutral forensic examiner, 
Defendants shall destroy any remaining Company property or copies 
thereof still in their possession, custody, or control, and certify such 
destruction under oath; and  
8. Plaintiff shall be granted such other and further relief as the Court deems 
just and proper, including, to the extent permitted, an award of its attorney 
fees and costs incurred in bringing and enforcing this Motion.  
 
(ECF No. 26, PageID 264–65.)  
STANDARD OF REVIEW  
The purpose of a TRO “is to preserve the status quo so that a reasoned resolution of a 
dispute may be had.” Procter & Gamble Co. v. Bankers Tr. Co., 78 F.3d 219, 226 (6th Cir. 
1996); Guerrero Sandoval ex rel. CDBG v. Bondi, No. 2:25-cv-559, 2025 WL 1477059, at *2 
(S.D. Ohio May 22, 2025) (quoting Procter & Gamble Co.). A TRO is meant “to prevent 
immediate and irreparable harm to the complaining party during the period necessary to conduct 
a hearing on a preliminary injunction.” Retail Serv. Sys., Inc. v. Am. Bedding Direct, LLC, No. 
2:26-cv-00383, 2026 WL 890408, at *2 (S.D. Ohio Apr. 1, 2026) (Marbley, J.) (citing Dow 
Chem. Co. v. Blum, 469 F. Supp. 892, 901 (E.D. Mich. 1979)). 
Before granting a preliminary injunction or a TRO, a court considers four things: 
“(1) ‘whether the movant has a strong likelihood of success on the merits’ and would (2) ‘suffer 
irreparable injury’ without the injunction, (3) whether the injunction would substantially harm 
others, and (4) whether issuing the injunction serves the public interest.” James B. Oswald Co. v. 
Neate, 98 F.4th 666, 672 (6th Cir. 2024) (quoting S. Glazer’s Distribs. of Ohio, LLC v. Great 
Lakes Brewing Co., 860 F.3d 844, 849 (6th Cir. 2017)). “The standard for issuing a temporary 
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restraining order is logically the same as for a preliminary injunction with emphasis, however, on 
irreparable harm given that the purpose of a temporary restraining order is to maintain the status 
quo.” ABX Air, Inc. v. Int’l Bhd. of Teamsters, Airline Div., 219 F. Supp. 3d 665, 670 (S.D. Ohio 
2016) (Black, J.). 
ANALYSIS 
 Plaintiff explains that it filed its Amended Motion because it needed to seek broader 
relief than the relief initially presented in its opening Motion for Temporary Restraining Order 
and Preliminary Injunction, which was limited to recordings and transcripts. (ECF No. 26, 
PageID 276.) Plaintiff asserts that the Amended Motion is necessary because Plaintiff learned 
that Defendants engaged in the wholesale removal and continued retention of company data. 
(Id.) 
Defendants argue that at its core, Plaintiff’s Amended Motion is a motion for expedited 
discovery. (ECF No. 31, PageID 955.) Defendants point to the orders Plaintiff requests in its 
Amended Motion, including preservation of all materials relevant to this action, sworn 
declarations related to discovery compliance, and submission of personal devices for forensic 
review. (Id.) They argue that Plaintiff is not entitled to expedited discovery under Federal Rule 
of Civil Procedure 26 at this time, all materials should be preserved given the various lawsuits 
between the parties, and the parties should proceed with formal discovery. (Id.) For example, 
Defendants highlight that the information Plaintiff requests through sworn declarations could be 
obtained through interrogatories. (Id.) They also say that forensic imaging should be employed in 
limited circumstances, if at all, through normal discovery. (Id.)  
Defendants also urge that Plaintiff has failed to demonstrate it is entitled to the 
extraordinary remedy that is injunctive relief. (Id. PageID 957.) Plaintiff is seeking to alter the 
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status quo, rather than preserve it. (Id.) The status quo has been preserved by the Interim 
Protective Order, says Defendants. (Id.; see ECF No. 13.)  
I. Irreparable Harm  
The Court begins its analysis with irreparable harm because “[t]o obtain temporary 
injunctive relief, it is of paramount importance that the party establish immediacy and 
irreparability of injury.” Hartman v. Acton, 613 F. Supp. 3d 1015, 1022 (S.D. Ohio 2020) 
(Marbley, C.J.). Irreparable harm alleged must be “actual and imminent” not “speculative or 
unsubstantiated.” Abney v. Amgen, Inc., 443 F.3d 540, 552 (6th Cir. 2006); A&P Tech., Inc. v. 
Lariviere, No. 1:17-cv-534, 2017 WL 6606961, at *6 (S.D. Ohio Dec. 27, 2017) (Black, J.).  
Plaintiff asserts it is suffering irreparable harm because its harm is not compensable by 
money damages. (ECF No. 26, PageID 284.) Plaintiff also argues that “[m]isappropriation, loss, 
and threatened disclosure of OH.io’s trade secrets are, by themselves, presumed to be irreparable 
harm.” (Id.) Defendants respond that even assuming some of the information requires trade-
secret protection (see infra section II.A), there is no threat to Plaintiff. (ECF No. 31, PageID 
958.) Pursuant to their litigation obligations, Defendants have retained all potentially relevant 
information to all four lawsuits between the parties, produced a copy of that information to 
Plaintiff, and are not using any material for any purpose other than litigation as obligated under 
the Interim Protective Order. (Id.; see ECF No. 13.)  
Plaintiff has not alleged or offered evidence of Defendants’ misuse of information, public 
disclosure of information, or use of information for competitive purposes. Fiorilli Constr. Co., 
Inc. v. Karlovec, No. 1:26-cv-00426, 2026 WL 1346272, at *18 (N.D. Ohio May 14, 2026) 
(“[T]here must be some substantive support of a legitimate threat of disclosure in the facts of the 
case beyond the mere fact that a former employee has agreed to protect confidential 
information.”). The Court agrees with Defendants that the Interim Protective Order is a sufficient 
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legal mechanism to preserve the status quo, particularly where there are three other litigation 
matters pending between the parties in two other venues, including one filed before this 
litigation.  
To be sure, Plaintiff’s requested relief acknowledges a mootness problem:  
On May 27, 2026, Defendants produced back to Plaintiff over 30,000 separate 
documents - over 62,000 pages of information - that they took from Plaintiff’s 
servers. Defendants gave this property back only in response to the Court’s Interim 
Protective Order. . . . This Motion seeks to ensure it is all accounted for, returned, 
and protected. 
(ECF No. 267, PageID 26.) The company property has been accounted for, returned, and 
protected under the Interim Protective Order. Any immediate, irreparable harm has been 
prevented through this temporary measure. If Plaintiff takes the position that the current Interim 
Protective Order is not expansive enough, the parties can meet and confer and submit a new 
protective order for the Court’s consideration. If no agreement can be reached by the parties, 
Plaintiff may, only if justified, seek a Court order modifying the existing Interim Protective 
Order in this case. 
The Court notes, however, that it does not opine on the ultimate issue of whether a 
preliminary or permanent injunction is necessary. The Court will be in a better position to assess 
that issue after discovery, a hearing, and submission of evidence at the hearing.  
 This factor—which  is emphasized on a TRO application—weigh s in Defendants’ favor. 
See Retail Serv. Sys., 2026 WL 890408, at *3 (“While a Court is permitted to consider other 
factors, immediacy, and irreparability of harm are threshold considerations since a TRO is an 
extraordinary remedy whose purpose is to preserve the status quo.”). 
II. Strong Likelihood of Success on the Merits  
Plaintiff asserts it is likely to succeed on each of its claims, and Defendants claim the 
opposite. The Court begins with the federal claim.  
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A. DTSA and OUTSA Claims 
To state a claims for misappropriation of trade secrets under the DTSA, 18 U.S.C. 
§§ 1831–39, Plaintiff must show: “(1) the existence of a protectable trade secret; and (2) the 
misappropriation of the trade secret” by Defendants. Int’l Petroleum Prods. & Additives Co. v. 
PXL Chems. BV, No. 1:20-cv-00586, 2022 WL 4537974, at *12 (S.D. Ohio Sep. 28, 2022) 
(Marbley, C.J.). A trade secret is defined similarly under the DTSA and OUTSA: “it entails 
‘information’ that the owner seeks to protect as confidential and that has economic value from 
not being publicized.” Id. Courts consider DTSA and OUTSA claims together because the 
definition and requirements under the statutes are essentially the same. Equity Res., Inc. v. 
Thoman, 682 F. Supp. 3d 707, 726 (S.D. Ohio 2023). Misappropriation of trade secrets under the 
DTSA and OUTSA includes any of the following: (1) acquisition of a trade secret by improper 
means, (2) unauthorized disclosure of a trade secret, or (3) unauthorized use of a trade secret. 18 
U.S.C. § 1839(5); Ohio Rev. Code § 1333.61(B). 
Plaintiff maintains that Defendants have already “disclosed over 30,000 files they stole 
from the Company,” referring to the documents Defendants have produced. (ECF No. 26, 
PageID 281.) Plaintiff highlights information pertaining to its “fund structure, operating plan, 
and budget.” (Id.) Plaintiff says it maintained reasonable steps to ensure the confidentiality of the 
trade secrets. (Id. PageID 282.) Defendants “breached their contractual and fiduciary duties to 
maintain the Company’s secrecy by refusing to return the recordings and other Company 
property until required to do so by Court order,” Plaintiff says. (Id.) Plaintiff states Defendants 
still have document copies and Defendant Schumann has not returned Atlas. (Id.) 
Defendants’ response assumes arguendo that trade secret status exists but notes there will 
be questions of fact concerning what recordings, transcripts, or other documents are trade secrets. 
(ECF No. 31, PageID 960 n.8.) Defendants also point out that much of Plaintiff’s argument in 
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support of these causes of action is based on an unverified Amended Complaint. (Id.) Still, 
Defendants urge that even assuming trade secret status and protections apply, downloading or 
retaining trade secret information while employed without evidence of unauthorized use, 
disclosure, or improper purpose is not misappropriation. (Id. PageID 960.) Defendants argue 
there is no threat of misappropriation here and Plaintiff’s allegations are speculative. (Id. PageID 
961.)  
The parties’ competing arguments make clear there are a myriad of factual issues that 
need to be sorted out through a full preliminary injunction hearing. While it appears Plaintiff has 
alleged that Defendants possessed or are in possession of Plaintiff’s trade secrets, it is not clear 
which recordings, transcripts, or other documents are trade secrets. The unverified Amended 
Complaint and exhibits support Plaintiff’s position that Defendants have trade secrets, so there is 
some likelihood of success on the merits. But, again, the Interim Protective Order protects 
Plaintiff from any disclosure while the various litigation matters are ongoing in different venues. 
That is the point of a TRO application—temporary protection—and Plaintiff already has it here.
2  
B. Breach of Contract Claims  
To state a claim for breach of contract under Ohio law, Plaintiff must show (1) the 
existence of a contract; (2) “the failure without legal excuse of the other party to perform when 
performance is due” (breach); and (3) damages or loss resulting from the breach. Lucarell v. 
Nationwide Mut. Ins. Co., 97 N.E.3d 458, 469 (Ohio 2018). 
 
2 The parties both acknowledge that Plaintiff’s conversion clam might be preempted by 
Plaintiff’s DTSA and OUTSA claims. (ECF No. 26, PageID 283–84 n.9; ECF No. 31, PageID 
961 n.9.) As a result, the Court finds a discussion of the likelihood of success on the merits of 
that claim is unnecessary and unhelpful for purposes of evaluating Plaintiff’s TRO application. 
The Court refrains from opining on whether the conversion claim is preempted at this time.  
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Plaintiff argues the express language of Defendant Schumann’s employment agreement 
requires him to return all company property in any form and copies thereof. (ECF No. 26, 
PageID 277.) Plaintiff contends and cites case law in support of the proposition that courts 
routinely require terminated employees to return information properly belonging to their former 
employers. (Id. PageID 278.) Plaintiff urges that Defendant Schumann’s employment agreement 
requires him to return all copies of company property, including Atlas. (Id.) Plaintiff makes 
similar arguments with respect to Defendant Colón and his employment agreement, saying that 
to the extent Defendant Colón has not returned all company property, he has breached his 
employment agreement. (Id. PageID 279.)  
Defendants answer by claiming that Plaintiff’s position is a “nonstarter” because they 
have returned all copies of information and company devices. (ECF No. 31, PageID 961.) They 
also state that although Defendant Schumann disputes Atlas is company property, Plaintiff is in 
possession of the Atlas application, too. (Id.) 
 Again, based on Plaintiff’s allegation in the Amended Complaint, Plaintiff may be 
successful on the merits of this claim. That assessment does not, though, change the Court’s 
opinion that any irreparable harm has been prevented through the Interim Protective Order.  
 While this factor weighs in Plaintiff’s favor, the Court gives it less weight on the facts of 
this TRO application. 
III. Substantial Harm to Others 
The substantial harm factor is used to balance the equities. The harm Plaintiff will suffer 
in the absence of an injunction is balanced against the harm Defendants will suffer if the 
injunction is granted. Cretor Constr. Equip. LLC v. Gibson, 738 F. Supp. 3d 950, 971 (S.D. Ohio 
2024) (Cole, J.). Courts also assess the impact injunctive relief might have on relevant third 
parties. Id.  
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Plaintiff argues this factor weighs in its favor because substantial harm does not result 
from a court enforcing the terms of the parties’ agreement and an injunction in this case would 
not harm any third parties. (ECF No. 26, PageID 285.) Defendants retort that Plaintiff’s request 
is related to discovery, and they should not be precluded from engaging in the normal discovery 
process. (ECF No. 31, PageID 959.) Defendants also contend that a destruction order is an 
extraordinary remedy where information is potentially relevant to other lawsuits pending 
between the parties—and Defendants say the information at issue here is particularly  relevant to 
the first-filed state court action. (Id.) 
The Interim Protective Order obviates any immediate harm Plaintiff may suffer. And 
Defendants have articulated why early declarations or forensic imaging of their “personal 
devices, accounts, repositories, storage locations, and other sources” outside the normal course of 
discovery (even expedited discovery) could be harmful to Defendants. The destruction of 
documents is inappropriate given it would be hastily ordered without appropriate examination, 
and those documents are potentially relevant to other lawsuits. This factor weighs in Defendants’ 
favor. 
IV. Public Interest  
Plaintiff states that the public interest factor weighs in its favor because the public has an 
interest in seeing that contracts are honored and that the conversion of trade secrets is 
discouraged. (ECF No. 26, PageID 285.) Defendants argue that Plaintiff has not shown the use of 
any confidential information or submitted evidence establishing substantial likelihood of success, 
and granting the extraordinary remedy of preliminary injunctive relief based on speculation 
would not serve the public interest. (ECF No. 31, PageID 961–62.)  
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The Court finds this factor to be neutral on this TRO application. Both parties make valid 
arguments, but this factor is less compelling than others, such as irreparable harm, when the 
Court is considering imposing immediate and hasty relief without an evidentiary hearing. 
* * * * * 
To sum, the first factor, irreparable harm (the most important factor), weighs in 
Defendants’ favor. The second factor, likelihood of success on the merits, weighs slightly in 
Plaintiff’s favor. The third factor, substantial harm to others, weighs in Defendants’ favor. The 
fourth factor, public interest, is neutral. On balance, the factors counsel that Plaintiff’s TRO 
application should be denied. The Court cautions, however, this is in large part because of the 
Interim Protective Order. The Court will not overlook Defendants’ actions if Plaintiff’s 
allegations are supported by substantial evidence at a later stage in this litigation.   
CONCLUSION 
The Court DENIES IN PART and HOLDS IN ABEYANCE IN PART (ECF No. 26) 
Plaintiff OH.io Ventures Holding, Inc.’s Amended Motion for Temporary Restraining Order and 
Preliminary Injunction. The Amended Motion for Temporary Restraining Order is DENIED, but 
the Amended Motion for Preliminary Injunction is HELD IN ABEYANCE. The Court will 
schedule a hearing on the Amended Motion for Preliminary Injunction.  
The parties are ORDERED to meet and confer and file a notice on the Court’s docket 
within seven days of the date of this Order proposing (1) an approximate calendar week by 
which they will be ready for a Preliminary Injunction Hearing and (2) a rough estimate of how 
long they anticipate the Hearing will last. The parties must also meet and confer within seven 
days of the date of this Order regarding discovery deadlines on Plaintiff’s Amended Motion for 
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Preliminary Injunction. The parties must then file a joint motion and proposed order containing a 
proposed discovery schedule for the Court’s consideration.   
Plaintiff OH.io Ventures Holding, Inc.’s Motion for Temporary Restraining Order and 
Preliminary Injunction (ECF No. 2) is DENIED AS MOOT. 
This case remains open. 
IT IS SO ORDERED. 
DATE EDMUND A. SARGUS, JR. 
UNITED STATES DISTRICT JUDGE 
6/12/2026      s/Edmund A. Sargus, Jr.
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