govinfo:USCOURTS-kywd-5_21-cv-00170-0

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IN THE UNITED STATES DISTRICT COURT 
FOR THE WESTERN DISTRICT OF KENTUCKY 
PADUCAH 
 
VERITIV OPERATING COMPANY,  
 
Plaintiff, 
v. 
  
PHOENIX PAPER WICKLIFFE, LLC, 
 
Defendant. 
  
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Case No. 5:21-cv-170 (TBR) 
  
 
  
MEMORANDUM OPINION AND ORDER 
This matter comes before the Court upon Plaintiff Veritiv Operating Company’s Motion 
for Preliminary Injunction, Mot. for PI, Dkt. 36.  Defendant Phoenix Paper Wickliffe, LLC has 
responded, Resp., Dkt. 40.  Veritiv has replied, Reply, Dkt. 41.  Each party has also submitted a 
proposed findings of fact and conclusions of law.  See Def.’s Prop., Dkt. 60; see also Pl.’s Prop., 
Dkt. 61.   
For the reasons that follow, Veritiv’s Mot. for PI, Dkt. 36, is DENIED.    
I. FACTUAL BACKGROUND  
The facts of this case are set out in detail in the Court’s prior opinion.  See Veritiv 
Operating Co. v. Phoenix Paper Wickliffe, LLC, 2021 U.S. Dist. LEXIS 243049 (W.D. Ky. Dec. 
20, 2021).  Since that opinion, however, further discovery has occurred and a preliminary 
injunction hearing was held.  The Court therefore restates the facts of this case, adding in the 
new information that is now part of the record.  
The plaintiff, Veritiv, describes itself as a merchant for commercial printers and large 
end-use companies that consume high volumes of paper.  See Pl.’s Prop. ¶ 5.  Veritiv primarily 
operates as a distributor, purchasing paper from mills and selling that paper to end-use 
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customers.  See id. ¶ 7.  Veritiv provides other services, too.  See id. ¶¶ 5–6, 9.  For example, 
Veritiv consults and advises its end-use customers about print jobs and manages credit risks for 
mills.  See id.  One of the mills that Veritiv obtains its paper from, Phoenix, is the defendant in 
this dispute.  See id.  
The parties began discussing a relationship where Phoenix would sell uncoated white 
paper to Veritiv, and Veritiv would market and resell that uncoated white paper to its customers.  
See Mot. for PI at 3–4.  Phoenix approached Veritiv and asked if Veritiv could become 
Phoenix’s exclusive distributor.  See Pl.’s Prop. ¶¶ 22–27; Def.’s Prop. ¶ 109.  According to 
Veritiv, the terms of the offer were that if Phoenix could make 40,000–50,000 tons of uncoated 
paper, Veritiv would purchase that entire volume of uncoated paper from Phoenix’s mill.  See 
ibid.  The parties began negotiating this proposal while Phoenix produced paper for Veritiv to 
buy.  See ibid.  Veritiv states that sometime during this time period “[t]he first customer [it] 
brought to Phoenix was Three Z Printing.”  Pl.’s Prop. ¶ 30.  Eventually negotiations over the 
exclusive relationship broke down because Phoenix hoped to increase its production of uncoated 
paper to 200,000–240,000 tons, an amount that was too much for Veritiv sell.  See id. ¶ 33; 
Def.’s Prop. ¶ 109.  So, Veritiv and Phoenix continued their relationship without an exclusivity 
agreement.  See ibid.   
The parties offer different accounts of what happened next.1  Veritiv claims that at some 
point the parties entered into a “Protected Accounts Agreement” because it “was important” to 
“protect the business” that Veritiv had brought to Phoenix.  Pl.’s Prop. ¶¶ 34–35.  A Protected 
Account Agreement means that if a distributor introduces a mill to an end-use customer and the 
 
1 Although both parties provide evidence and make arguments to support their respective positions, these details are 
better left for later in the opinion, see infra Part III.A.  The Court believes it is more helpful for the factual 
background to focus on the parties’ general legal theories as opposed to getting bogged down in a slew of emails.   
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distributor is filling all of that customer’s paper needs, then the mill will not sell to that customer 
directly or through a different merchant.  See id. ¶¶ 34–38.  Veritiv states that it is “general 
practice in the industry” to protect accounts this way, because otherwise a mill could take 
advantage of a distributor’s sales and marketing efforts.  Id. ¶¶ 34, 36.  Veritiv maintains that the 
only way for a customer to be removed from the Protected Accounts Agreement is if it chose not 
to purchase Phoenix paper from Veritiv or if there was a lack of sales.  See id. ¶ 46.  Although 
there was no executed written contract for the Protect Accounts Agreement, Veritiv states that “it 
is not common in the industry to have a written Protected Accounts Agreement because the 
parties are aligned, and each controls the process to the end users.”  Id. ¶ 54.    
By contrast, Phoenix maintains that “[t]he parties never entered into an account-specific 
agreement that limit[ed] Phoenix’s right to change merchant representatives or Veritiv’s right to 
change suppliers.”  Def.’s Prop. ¶ 12.  According to Phoenix, “[t]he parties never agreed on any 
list of ‘protected accounts,’ much less on any terms that would define what ‘protected’ meant.”  
Id. ¶ 14.  This, Phoenix alleges, aligns with the normal industry practice of documenting an 
account-specific exclusivity agreement in a written contract.  See id. ¶ 15.   
It’s against that backdrop that Phoenix met with Three Z and asked to change 
distributors.  See Pl.’s Prop. ¶¶ 87–92; Def.’s Prop. ¶¶ 62–63.  Phoenix explained that it was 
hoping to switch distributors because Veritiv had “a very poor payment performance to Phoenix 
Paper and they were paying [] more than 45 days out.”  Pl.’s Prop. ¶ 92.  Veritiv asserts that it 
was not late in its payments, explaining that it was paying invoices by mail as Phoenix requested, 
and the mail system, not Veritiv, was responsible for the late payments.  See id. ¶¶ 93–95.  
Without investigating whether Veritiv’s payments were in fact late, Three Z asked if it could buy 
directly from Phoenix.  See Pl.’s Prop. ¶¶ 96–99; Def.’s Prop. ¶¶ 64–65.  Phoenix declined this 
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proposal because it was not in a position to sell directly to customers.  See ibid.  However, 
Phoenix suggested that Lindenmeyr, another distributor, replace Veritiv as the merchant 
representative on the account.  See ibid.  Three Z agreed to purchase Phoenix paper from 
Lindenmeyr.  See ibid.      
Phoenix subsequently informed Veritiv of its intent to change distributors.  See Pl.’s 
Prop. ¶ 103; Def.’s Prop. ¶ 67.  Phoenix completed all of its outstanding purchase orders with 
Veritiv and then moved the Three Z account over to Lindenmeyr.  See ibid.   
Veritiv now seeks a preliminary injunction on the basis that Three Z was a protected 
account and Phoenix’s conduct violated the Protected Accounts Agreement.2  See Mot. for PI; 
see also Pl.’s Prop.   
II. LEGAL STANDARD 
 To determine whether to gran t a preliminary injunction, the district court is required to 
consider four factors: “ ‘(1) the plaintiff[’s] likelihood of success on the merits; (2) whether the 
plaintiff may suffer irreparable harm absent the injunction; (3) whether granting the injunction 
will cause substantial harm to others; and (4) the impact of an injunction upon the public 
interest.’ ”  Abney v. Amgen, Inc., 443 F.3d 540, 546 (6th Cir. 2006) (quoting Deja Vu of 
Nashville, Inc. v. Metro. Gov’t of Nashville & Davidson Cty., 274 F.3d 377, 400 (6th Cir. 2001)).  
“Balancing all four factors is necessary unless fewer are dispositive of the issue.”  Katchak v. 
Glasgow Indep. Sch. Sys., 690 F. Supp. 580, 582 (W.D. Ky. 1988) (citing In Re DeLorean Motor 
Co. v. DeLorean, 755 F.2d 1223, 1228 (6th Cir. 1985)). 
 
 
2 Veritiv brings other claims against Phoenix and Phoenix asserts a counterclaim against Veritiv.  See Complaint, 
(Compl.), Dkt. 1, ¶¶ 94–167; Counterclaim, Dkt. 25.  However, Veritiv only seeks a preliminary injunction on the 
basis of Phoenix’s alleged breach of the Protected Accounts Agreement.  See Mot. for PI.   
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III. DISCUSSION 
A. Likelihood of Success on the Merits 
The first factor to consider is whether Veritiv is likely to succeed in its breach of contract 
claim.  A party alleging a breach of contract claim must establish three things: (1) existence of a 
contract; (2) breach of that contract; and (3) damages flowing from the breach of contract.  See 
KSA Enterprises, Inc. v. Branch Banking & Tr. Co., 761 F. App’x 456, 460 (6th Cir. 2019) 
(citing Metro Louisville/Jefferson Cty. Gov’t v. Abma, 326 S.W.3d 1, 8 (Ky. Ct. App. 2009)).   
The analysis here turns on whether a contract existed.  Veritiv focuses on nine pieces of 
evidence that it claims memorialize the material terms of the Protected Accounts Agreement and 
show that Phoenix agreed to those terms.  
One.  In a July 23, 2020, email, James Devens, a Phoenix sales representative, 
communicated to Ken Flajs, Regional Print Leader for Veritiv, that Veritiv was “still [Phoenix’s] 
horse in this process to fill [Phoenix’s] machine.  Phoenix is of course protecting current Veritiv 
position and hoping to grow significantly with Veritiv.”  Pl.’s Ex. 22.    
Two.  Veritiv emailed a list of protected accounts to Phoenix on July 29, 2020.  See Pl.’s 
Ex. 42; see also Pl.’s Prop. ¶ 131.    
Three.  In an August 2020 email chain with the subject “Phoenix Paper Protected 
Accounts,” Veritiv confronted Phoenix about an issue with one of its customers, The Tampa Bay 
Times.  Jeff Pfister, Director of Category Management and Strategy for Veritiv, told Tom 
Umenhofer, Phoenix’s Sales Director, that “this is another scenario where we were undercut on 
your product by one of your new distributors at one of your protected accounts.  We are losing 
faith in our partnership as we are seeing lower pricing from other distributors at our protected 
accounts.”  Pl.’s Ex. 44; see also Transcript at 194.  On that same email chain, John Hirsch, a 
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Veritiv employee, said to Steve Moreau, Phoenix’s former head of sales and marketing, “[i]f you 
are the partner you claim you are you will correct your mistake and no quote the other vender.”  
Pl.’s Ex. 44.    
Four.  On September 9, 2020, Umenhofer emailed Veritiv saying “[w]e will continue to 
support only Veritiv at IBS and Diamond Graphics as long as the accounts continue to be active 
by using Phoenix Paper.”  Pl.’s Ex. 23.  IBS and Dimond Graphics are two printers who 
purchased Phoenix paper through Veritiv.  Transcript at 161.    
Five.  On October 16, 2020, Dave Carlson, a Veritiv employee, emailed Brian Sagula, a 
sales representative for Phoenix, asking for a list of protected accounts.  See Pl.’s Ex. 24.  Sagula 
responded with a list of seven accounts, adding that “[a]s Veritiv brings us new accounts, we will 
also consider.”  Id.     
Six.  On November 3, 2020, Sagula received a request from a distributor wanting Phoenix 
to quote a paper order for Three Z.  Pl.’s Prop. ¶ 131.  Sagula responded that Phoenix has “this 
account covered and unfortunately I have to no quote [Three Z] in Ill.”  Id.  The distributor then 
asked Sagula to quote two other customers, which Sagula declined to do because Phoenix had 
those accounts “covered.”  Id.   
Seven.  In a November 9, 2020, email, Sagula asked Umenhofer if there was “any issue 
quoting [another distributor] for [an] opportunity.”  Pl.’s Ex. 29.  Umenhofer responded that 
Sagula should check with Jim Devens, who in turn stated that “we are protecting Veritiv and 
have already told [the customer and distributor] the account is protected through Veritiv.”  Id.  
Sagula replied that he would “no quote this one.”  Id.   
Eight.  On November 10, 2020, Devens contacted Veritiv requesting a copy of “a 
Veritiv/Phoenix protected account list.”  Pl.’s Ex. 26.    
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Nine.  In response to a Phoenix employee’s request for “the Veritiv protected list,” 
Devens sent a November 19, 2020, email to the entire Phoenix sales team containing a list of 
protected accounts.  Pl.’s Ex. 28.  Devens stated that “this is the wish list” from Veritiv, but “if 
others are wanting to quote let’s double check to assure we don’t already have established sales 
and business at an account.”  Id.  That same day Umenhofer emailed the Phoenix sales team to 
say that “[i]f we do not have ongoing business through Veritiv at any of [those] accounts . . . , the 
accounts are not ‘protected.’ ”  Id.   
 So, is that enough for Veritiv to prove that an enforceable contract existed?  To answer 
that question, Veritiv begins by invoking the Uniform Commercial Code.  See Resp. at 15–16.  
Veritiv asserts that the UCC applies here because the parties entered into a distributorship 
agreement primarily related to the sale of paper.  See id. at 15.  According to Veritiv, this means 
that “the ‘writing’ requirement” is “loosely interpret[ed]” and its only burden is to show (1) 
evidence of a contract for the sale of goods (2) that is signed and (3) specifies a quantity.  Id. at 
16 (quoting Commonwealth Aluminum Corp. v. Stanley Metal Ass’n, 186 F. Supp. 2d 770, 772 
(W.D. Ky. 2001)).  
 However, even assuming for the sake of ar gument that the UCC applies, Veritiv’s writing 
requirements argument still runs into a problem.  The “loos[er]” writing requirements cited by 
Veritiv don’t just apply to any UCC contract, they only apply to the enforcement of oral 
contracts.  Stanley Metal Ass’n, 186 F. Supp. 2d at 772.  But it is not clear at this stage of the 
proceedings that the Protected Accounts Agreement is an oral contract, or, if it is an oral 
contract, when exactly Veritiv and Phoenix entered into that contract.    
It’s possible that, as Phoenix argues, the Protected Accounts Agreement should be 
viewed as an implied contract.  Under Kentucky law, “[a]n implied contract is one neither oral 
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nor written—but rather, implied in fact, based on the parties’ actions.”  Delamar v. Mogan, No. 
4:13CV-00047-JHM, 2015 WL 225404, at *5 n.3 (W.D. Ky. Jan. 15, 2015) (quoting Furtula v. 
Univ. of Kentucky, 438 S.W.3d 303, 308 n.6 (Ky. 2014)).  Veritiv claims that it is “general 
practice” in the paper industry to protect accounts because a paper mill wouldn’t “go and offer 
[its] product” to another distributor only to “undercut the very [distributor] who trusted [it] up 
front.”  Mot. for PI at 6 (quoting Moreau Dep., Dkt. 36-4, at 86–87).  Indeed, Pfister stated at the 
preliminary injunction hearing that protected accounts are so “standard” and “common” in the 
paper industry that Veritiv “didn’t feel like [it] needed to memorialize the protected accounts.”  
Transcript at 70.  If that’s the case, then wouldn’t Three Z have become a protected account 
immediately upon Veritiv bringing that business to Phoenix?  Phoenix argues this point, claiming 
that the Court should view the Protected Accounts Agreement as an alleged implied contract.  
See Resp. at 13.  Phoenix further asserts that because the alleged contract is implied, Veritiv is 
not subject to the UCC’s more lenient writing requirements and instead has to show “clear and 
convincing” evidence of an ongoing contractual relationship.  Id. at 13 (citing BDT Prod., Inc. v. 
Lexmark Int’l, Inc., 274 F. Supp. 2d 880, 888 (E.D. Ky. 2003)).  Veritiv’s failure to respond to 
any of these arguments or to provide communications evidencing an oral agreement does not 
portend success for this UCC argument.  See Reply; see also Pl.’s Prop.   
Furthermore, even assuming that the Protected Accounts Agreement is not an implied 
contract, Veritiv’s allegations do not make clear when exactly the parties entered into an oral 
contract.  Veritiv alleges that in “late February 2020” Phoenix agreed that “if there were accounts 
sold through Veritiv, then Phoenix would not sell it through anyone else.”  Mot. for PI at 5 
(internal quotations and citation omitted).  However, Veritiv also asserts that “in spring 2020” 
the parties “shifted their agreement to the Protected Accounts Agreement.”  Id.  Confusing things 
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even more, Veritiv also claims that “[i]n June 2020” the decision “to forgo the exclusive 
relationship in favor of the Protected Accounts Agreement had been reached” and a list of 
protected accounts was provided to Phoenix.  Id. at 6–7.  This uncertainty about when exactly 
Phoenix might have orally agreed to the Protected Accounts Agreement adds to the Court’s 
reluctance to apply UCC law regarding the enforcement of oral contracts.   
Therefore, for the purposes of the preliminary injunction analysis, the Court puts little 
weight on Veritiv’s UCC writing requirement argument.3  The Court next addresses the 
purported terms of the contract.     
“An enforceable contract must contain definite and certain terms setting forth promises of 
performance to be rendered by each party.”  C.A.F. & Assocs., LLC v. Portage, Inc., 913 F. 
Supp. 2d 333, 343 (W.D. Ky. 2012) (quoting Kovacs v. Freeman, 957 S.W.2d 251, 254 (Ky. 
1997)).  While every possible term need not be defined, the agreement must set forth the 
“essential terms” of the deal.  Auto Channel, Inc. v. Speedvision Network, LLC, 144 F. Supp. 2d 
784, 790 (W.D. Ky. 2001).   
Veritiv has not shown that the Protected Accounts Agreement contained definite and 
certain terms regarding when exactly an account became protected.  Pfister testified at the 
preliminary injunction hearing that he assembled Veritiv’s list of proposed protected accounts by 
“identif[ying] the basket of products that Phoenix Paper manufactures . . . and identif[ying] the 
customers of Veritiv that had bought those products from Veritiv and then par[ing] that list down 
to where Phoenix Paper was 70 percent or more of sales to those customers of those like 
products.”  Transcript at 65.  Veritiv’s request for preliminary injunction turns on this 70 percent 
 
3 Veritiv could succeed in proving that the Protected Accounts Agreement is an oral contract governed by the UCC 
and therefore subject to looser statute of frauds requirements.  But the Court cannot adopt that reasoning at this stage 
of the proceedings because Veritiv has not demonstrated a strong enough chance of succeeding on the merits of that 
argument.  
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term; after all, that’s the cutoff point Veritiv uses to determine whether an account should be 
covered by a preliminary injunction.  But none of the evidence that Veritiv relies upon mentions 
this 70 percent term.  Veritiv’s pleadings are similarly silent about this term.  And at no point 
does Veritiv explain why it uses this 70 percent figure: Why not 80 percent?  Or 50 percent?  Or 
73 percent?  Issuing a preliminary injunction on the basis of this 70 percent term (or any other 
seemingly arbitrary cutoff point) would therefore be inappropriate, especially when Phoenix 
contends that Veritiv’s allegations do not evidence any meeting of the minds on essential terms.  
See Resp. at 14.  In the future Veritiv might well succeed in proving that the Protected Accounts 
Agreement protected an account when 70 percent of Veritiv’s sales volume for that account 
came from Phoenix.  But at this time Veritiv has not shown that it is likely to succeed on this 
point.  
In that same vein, Veritiv asks the Court to enter a preliminary injunction covering not 
only Three Z but also covering 44 other Phoenix accounts.  See Proposed Order, Dkt. 36-1.  But 
Veritiv has not provided specific evidence about how the terms of the Protected Accounts 
Agreement apply to each one of these accounts.  Nor has Veritiv demonstrated that it would 
constitute a breach of contract if Phoenix decided to use a different distributor on each individual 
account.  Nor has Veritiv shown that this list of 45 accounts existed prior to this litigation.  The 
Court cannot determine based on this record whether or not each of the 45 accounts listed in the 
proposed preliminary injunction order should be enjoined.   
That said, Phoenix’s explanation of the terms of the agreement also leaves the Court with 
questions.  At the preliminary injunction hearing, Phoenix representatives testified that their 
communications with Veritiv about protected accounts related only to pricing.  By this, Phoenix 
means that it agreed that it wouldn’t quote another distributor at a lower price for the same 
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product, thereby protecting Veritiv price-wise based on its volume of sales.  See Transcript at 
262.  This might not be the whole story, though, because as Veritiv points out, email 
communications show instances where Phoenix honored the protected account agreement even 
though it had never quoted a price or discussed pricing.  See Pl.’s Ex. 29.  Furthermore, 
Umenhofer stated that Phoenix’s general practice is to quote different distributors at the same 
prices.  Transcript at 185–86.  It would be strange, then, for Phoenix to enter into an agreement 
with Veritiv to protect accounts in the same way that Phoenix was already protecting every other 
account.     
While Phoenix’s description of the Protected Accounts Agreement presents some 
problems, that does not necessarily mean that an enforceable contract existed between the 
parties.  Questions still remain as to the terms of the Protected Accounts Agreement and which 
accounts would be covered by a preliminary injunction.  Veritiv may succeed on the merits of its 
claim, but the Court is unable to conclude at this time that Veritiv’s chances of doing so are 
strong. 4     
B. Irreparable Harm  
Veritiv next argues that it would likely suffer irreparable harm without an injunction.  An 
injury is irreparable if the nature of the plaintiff’s loss would make damages difficult to 
calculate; an injury is not irreparable if it is fully compensable by money damages.  See 
Basicomputer Corp. v. Scott, 973 F.2d 507, 511 (6th Cir. 1992).  On the one hand, Veritiv 
alleges the following harms: (1) customer relationship interference; (2) loss of fair competition; 
 
4 The parties also dispute whether Devens had adequate authority to bind Phoenix and whether the Protected 
Accounts Agreement fails for lack of consideration.  See Resp. at 14–16; Reply at 5, 8–10.  However, these issues 
are of secondary importance to the actual terms of the Protected Accounts Agreement.  And because the contract’s 
terms do not show that Veritiv has a strong likelihood of success on the merits, the Court need not address questions 
of Devens’ authority and consideration at this time.   
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(3) harm to Veritiv’s goodwill; and (4) loss of business opportunities.  See Mot. for PI at 19–20.  
On the other hand, Phoenix argues that “[t]he nature of the injury Veritiv claims to have 
suffered—loss of monetary revenue resulting from an alleged breach of contract—is a 
quintessential example of an economic injury for which Veritiv could be made whole through an 
award of monetary damages.”  Resp. at 23 (citing Hogan v. Long, 922 S.W.2d 368 (Ky. 1995)).   
In the Sixth Circuit, a “competitive injury” is an irreparable harm.  Basicomputer Corp., 
973 F.2d at 512.  That’s because it is difficult to calculate the damages resulting from a 
competitive injury.  See id.; see also Collins Inkjet Corp. v. Eastman Kodak Co., 781 F.3d 264, 
279 (6th Cir. 2015) (stating that harm to “goodwill and competitive position . . . would be hard to 
compensate”).  For example, in Am. Home Shield Corp. v. Ozur, No. 16-CV-2400-SHL-TMP, 
2016 WL 8738243 (W.D. Tenn. Sept. 13, 2016), a plaintiff alleged that a defendant was 
soliciting a number of its clients and employees, and encouraging them to leave the plaintiff for 
its competitor.  See id. at *5.  And because the plaintiff in Am. Home Shield Corp. presented 
evidence that its business was suffering significantly from this solicitation, the court found that 
the plaintiff would suffer irreparable harm in the absence of a preliminary injunction.  See id.   
Like the plaintiff in Am. Home Shield Corp., Veritiv alleges that Phoenix is encouraging 
customers to leave Veritiv for one of its competitors.  This happened with Three Z, one of 
Veritiv’s largest customers.  Transcript at 111.  And because the paper market is so “tight” right 
now, Veritiv does not have the option of selling another supplier’s paper to Three Z.  Id. at 117, 
144.  So instead of selling paper to Three Z and growing its business, Veritiv is having to focus 
its efforts and expenses on combatting the alleged unfair competition created by Phoenix.  See 
Am. Home Shield Corp. v. Specter, No. 2:19-CV-2184-MSN-DKV, 2019 WL 4935459, at *6 
(W.D. Tenn. Apr. 25, 2019).  These allegations show a “realistic prospect of lost sales and 
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market share,” which would harm Veritiv’s “goodwill and competitive position in ways that 
would be hard to compensate.”  Collins Inkjet Corp., 781 F.3d at 279.  Thus, some of Veritiv’s 
damages would be difficult to calculate, meaning that Veritiv has shown a likelihood of 
irreparable harm.     
C. Substantial Harm to Others  
The third factor for a court to consider is whether the issuance of the injunction would 
cause “substantial harm to others.”  Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke 
Corp., 511 F.3d 535, 550–51 (6th Cir. 2007) (quoting Tumblebus Inc. v. Cranmer, 399 F.3d 754, 
760 (6th Cir. 2005)).  Here, a court must balance the irreparable injury that a plaintiff would 
suffer if its motion for injunctive relief is denied against any harm which would be suffered by 
others as a result of granting the injunction.  See id.; see also Total Quality Logistics, LLC v. 
Riffe, No. 1:19-CV-23, 2019 WL 5553293, at *6 (S.D. Ohio Oct. 28, 2019).   
Phoenix does not argue that a temporary restraining order would cause any harm to third 
parties.  Rather, Phoenix contends that Veritiv’s requested injunctive relief would “severely 
hinder Phoenix’s ability to compete in the marketplace by forcing the [] mill to remain in an 
economically disadvantageous relationship with Veritiv while competing paper mills are free to 
work with merchant representatives of their choice.”  Resp. at 24.  To the extent that Phoenix 
might have breached the Protected Accounts Agreement, “that harm is self-inflicted” and 
Phoenix “may not benefit from [its] breach of contract.”  Handel’s Enterprises, Inc. v. 
Schulenburg, No. 4:18-CV-00508, 2020 WL 419158, at *10 (N.D. Ohio Jan. 27, 2020); Dealer 
Specialties, Inc. v. Car Data 24/7, Inc., No. 1:15-cv-170, 2016 WL 5341797, at *8 (S.D. Ohio 
Sept. 23, 2016).  However, the Court is uncertain that Veritiv will succeed on its breach of 
contract claim, see supra, so the harm here is not necessarily self-inflicted.     
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D. Public Interest  
The final factor for a court to evaluate is “whether the public interest would be served by 
the issuance of the injunction.”  Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke 
Corp., 511 F.3d 535, 551 (6th Cir. 2007) (quoting Tumblebus Inc. v. Cranmer, 399 F.3d 754, 760 
(6th Cir. 2005)).  This case does not appear to implicate any important public policies other than 
the general public interest of enforcing contract obligations.  This consideration tends to favor 
Veritiv.  See Tenke Corp., 511 F.3d at 551 (“Enforcement of contractual duties is in the public 
interest.”).  But the public interest is diminished by the fact that the Court is unsure about 
whether Phoenix actually entered into a Protected Accounts Agreement with Veritiv, see supra.   
In balancing the four temporary restraining order factors, especially considering Veritiv’s 
likelihood of succeeding on the merits, the Court finds that a preliminary injunction against 
Phoenix is not appropriate.   
IV. CONCLUSION  
 
For the above stated reasons, IT IS HEREBY ORDERED Veritiv’s Mot. for PI, Dkt.  
36, is DENIED.  A telephonic status conference will be held on July 25, 2022 at 9:30  
with	Magistrate	Judge	Lanny	King.	Counsel for the parties shall connect to the call by dialing the  
toll-free meeting number 1-877-848-7030 and entering access code 7238577# when  
prompted.			 
   IT IS SO ORDERED. 
 
 
cc: Counsel 
July 1, 2022
Case 5:21-cv-00170-BJB-HBB     Document 63     Filed 07/01/22     Page 14 of 14 PageID #:
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