govinfo:USCOURTS-nynd-1_26-cv-00385-0

UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF NEW YORK 
 
ROOD, RIDDLE AND PARTNERS, PSC, 
 
Plaintiff, 
 
v. 
 
DR. MORGAN DAY O’BRIEN, DVM, et al., 
 
Defendants. 
 
 
 
 
 1:26-cv-385 
 (ECC/PJE) 
 
Kyle N. Kordich, Esq., for Plaintiff 
Jason A. Little, Esq., for Defendants 
Hon. Elizabeth C. Coombe, United States District Judge: 
MEMORANDUM-DECISION AND ORDER 
I. INTRODUCTION 
Plaintiff Rood, Riddle and Partners, PSC brings this diversity action against D efendants 
Dr. Morgan Day O’Brien, DVM ( Dr. O’Brien), Racing City Recips, LLC (Racing City), and 
NexGen Equine Reproductive Services (NexGen) (collectively, the Defendants). Plaintiff seeks a 
preliminary injunction
1 enjoining Dr. O’Brien, its former employee, from violating certain non-
compete and confidentiality agreements during the pendency of the adjudication of this matter. 
Dkt. No. 5-2. The motion was fully briefed, and the parties appeared at a motion hearing on May 
12, 2026. Dkt. Nos. 26, 39, 44. The parties also filed post-hearing submissions with the Court. 
 
1 At the motion hearing Plaintiff’s counsel conceded that due to the procedural posture of this case, 
including a delay in service of the motion papers and a joint request for an extension of time to 
brief the motion in light of settlement negotiations, the initial request for a temporary restraining 
order is moot and collapses into the request for a preliminary injunction. The Court agreed, and 
denied Plaintiff’s request for a temporary restraining order from the bench. Accordingly, the only 
pending motion is Plaintiff’s request for a preliminary injunction. 

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Dkt. Nos. 42, 43, 45. For the following reasons, Plaintiff’s motion for a preliminary injunction is 
granted. 
II. FINDINGS OF FACT2 
Plaintiff is a professional services corporation that provides equine veterinary care. Dkt. 
No. 1 ¶¶ 1, 8. Plaintiff operates equine hospitals in Lexington, Kentucky; Saratoga Springs, New 
York; and Wellington, Florida. Id. at ¶ 8. Plaintiff’s Saratoga location provides veterinary services 
including ambulatory,
3 surgery, internal medicine, imaging, reproducti ve, podiatry, dentistry, 
sport horse medicine, laboratory, and pharmacy. Id . at ¶ 11. Embryo transfer is one of the 
reproductive services offered by the Saratoga location. Id. at ¶¶ 13, 14. Plaintiff’s clients include 
horse owners, horse breeders, and horse farms. Id. at ¶ 10. 
Defendant Dr. O’Brien is a licensed veterinarian and resides in Saratoga County, New 
York. Dkt. No. 26 -2 ¶ 2. Dr. O’Brien began working for Plaintiff’s Saratoga location as a paid 
intern in August 2014. Id. at ¶ 11. After approximately one year of working as an intern, Dr. 
O’Brien transitioned to the role of associate veterinarian. Id. On October 1, 2015, Dr. O’Brien 
and Plaintiff executed a written employment agreement (the agreement). Dkt. No. 5- 4. The 
agreement contains a non-compete provision, which states in relevant part: 
 
2 The facts are taken from the Complaint and the parties’ submissions. See J.S.R. ex rel. J.S.G. v. 
Sessions, 330 F. Supp. 3d 731, 738 (D. Conn. 2018) (“In deciding a motion for preliminary 
injunction, a court may consider the entire record including affidavits and other hearsay 
evidence.”); Fisher v. Goord, 981 F. Supp. 140, 173 n. 38 (W.D.N.Y. 1997) (noting that a “court 
has discretion on a preliminary injunction motion to consider affidavits as well as live testimony, 
given the necessity of a prompt decision”). The “findings are provisional in the sense that they are 
not binding on a motion for summary judgment or at trial and are subject to change as the litigation 
progresses.” trueEX, LLC v. MarkitSERV Ltd., 266 F. Supp. 3d 705, 721 (S.D.N.Y. 2017); accord 
Fair Hous. in Huntington Comm. Inc. v. Town of Huntington, 316 F.3d 357, 364 (2d Cir. 2003). 
3 Ambulatory refers to the practice of veterinarians traveling to where the horse is located to 
provide a variety of veterinary services, rather than the client shipping the horse to Plaintiff’s 
hospital to receive care. It can include general veterinary care or more specialized services such 
as reproductive and fertility services. Dkt. No. 1 ¶ 12. 

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Veterinarian agrees not to engage in the practice of equine veterinary medicine 
within the Kentucky counties of Fayette, Clark, Madison, Scott, Jessamine, 
Bourbon or Woodford nor within the New York counties of Saratoga, Warren, 
Washington, Albany, Schenectady, Montgomery, Fulton, Hamilton and Rensselaer 
as a participant in a partnership, joint venture, sole proprietorship, corporation, or 
other entity, or as an operator, investor, shareholder, partner, principal, director, 
employer, employee, consultant, manager, advisor, agent or i n any other capacity 
whatsoever, directly or indirectly, other than under this Agreement, at any time both 
during the term of, and within two years after the termination of employment under 
this Agreement except as specified with or without cause and including, but not 
limited to, nonrenewal of this Agreement. 
 
Dkt. No. 5-4 at 4-5. The agreement also contains a “confidential information” provision, limiting 
the employee veterinarian’s disclosure of certain information relating to the employer’s medical 
practice. Id. at 5. 
Dr. O’Brien provided a variety of equine veterinary services during her employment with 
Plaintiff, including reproductive services. Dkt. No. 1 ¶ 21. Dr. O’Brien spent her “entire veterinary 
career” with Plaintiff, and Plaintiff made “substantial investments” in Dr. O’Brien’s professional 
development during her employment , including the provision of specialized training and the 
supplies necessary to provide equine veterinary services. Id. at ¶¶ 19, 22-23. 
On November 26, 2025, Dr. O’Brien verbally resigned from her employment with Plaintiff 
without any advance notice. Dkt. No. 1 ¶ 42. Dr. O’Brien maintains that she resigned because 
working for Plaintiff “became increasingly untenable.” Dkt. No. 26- 2 ¶ 17. More specifically, 
Dr. O’Brien describes a toxic work environment, as well as conduct by Plaintiff and its agents that 
Dr. O’Brien believed to be not only “unethical,” but “illegal.” Id. at ¶¶ 17-42. One of the issues 
leading Dr. O’Brien to resign was conduct displayed by Plaintiff’s shareholder and supervising 
veterinarian, Dr. Ahlschwede. According to Dr. O’Brien, Dr. Ahlschwede and his wife, also a 
veterinarian for and shareholder of Plaintiff, failed to disclose their ownership of horses that they 
sold at auction on the veterinary reports they had performed and signed in connection with the 

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sale. Id. at ¶ 26. Dr. O’Brien was also aware that Plaintiff had been “considering or [in] the 
process of selling the company to private equity,” which was an “additional factor in [her] decision 
to leave.” Id. at ¶ 43. 
 Dr. O’Brien followed up her verbal resignation with a written letter to Plaintiff’s CEO. 
Dkt. Nos. 1 ¶ 44; 5- 5. In the letter, Dr. O’Brien raised the previously mentioned concerns about 
“egregious ethical violations and illegal acts” of which she was aware, and requested that Plaintiff 
“immediately release [her] from the overly broad non-compete provision in her contract[.]” Dkt. 
No. 5-5. Dr. O’Brien indicated that she “didn’t say anything about these egregious breaches of 
ethics out of loyalty to [Plaintif f], my former employer but intend to bring them to light if my 
request is not met.” Id. 
Dr. O’Brien did not reach an agreement with Plaintiff, and on December 4, 2025, she 
returned some of Plaintiff’s supplies. Dkt. No. 1 ¶ 50. Plaintiff also paid for and provided a cell 
phone to Dr. O’Brien during her employment. Id. at ¶ 51. On December 11
th, Dr. O’Brien “hand-
delivered the phone” to Plaintiff’s practice manager in Saratoga. Id. at ¶ 52. “Dr. O’Brien 
explained . . . that she had purchased a new phone and synched the new phone to the iCloud account 
that had been used on her [work] phone and then reset the [work] phone to factory settings.” Id. 
This resulted in the transfer of all data from Dr. O’Brien’s work phone to her new phone , and 
Plaintiff’s inability to access data on the reset work phone. Id. 
 On December 17, 2025, Plaintiff learned that “an anonymous letter” describing the Dr. 
Ahlschwede issue and accusing Plaintiff of unethical behavior had been sent to the Executive 
Director of the American Association of Equine Practitioners (AAEP). Dkt. No. 1 ¶ 59- 62; see 
also Dkt. No. 5-9. The author of the letter indicated that “if action is not taken immediately,” the 
information contained in the letter would be released to various media outlets that cover the equine 

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industry. Dkt. Nos. 1 ¶ 64; 5-9 at 1. The author also wrote that “[it’s] understood that [Plaintiff] 
is close to selling. This would not be a good look to a potential buyer.” Dkt. No. 5- 9 at 1. In 
January 2026, Plaintiff learned that one of its clients had also received an anonymous letter – 
identical to the second page of the letter to the AAEP – disclosing Plaintiff’s intention to sell the 
business and accusing Plaintiff of the same unethical practices. Dkt. Nos. 1 ¶ 67; 5-9 at 2. Plaintiff 
contends that Dr. O’Brien authored these communications.4 Dkt. No. 1 ¶¶ 63, 67. 
 Dr. O’Brien formed the Defendant business entity Racing City in January 2025, while 
employed by Plaintiff. Dkt. No. 26- 2 ¶ 47. The parties dispute whether Plaintiff knew of and 
condoned the scope of Racing City’s business practices, and whether it constituted a breach of Dr. 
O’Brien’s employment agreement. Dkt. Nos. 1 ¶¶ 77- 99; 26 -2 ¶¶ 47- 51; 39 at 5. Defendant 
NexGen is a trade name under which Dr. O’Brien provides ambulatory equine reproductive 
services. Dkt. No. 26-2 ¶ 52. Dr. O’Brien formed a professional entity – Morgan Day O’Brien, 
DVM, PLLC – in February 2026, following her resignation from Plaintiff’s employment. Id. 
 In her sworn affidavit in opposition to the motion for a preliminary injunction, Dr. O’Brien 
represents that since leaving Plaintiff’s employment, her veterinary “practice has narrowed 
primarily to equine reproductive medicine: embryo transfer, recipient mare management, cycle 
synchronization, semen collection and storage, and foaling and breeding season care.” Dkt. No. 
26-2 ¶ 52. The parties otherwise dispute the scope of Dr. O’Brien’s provision of equine veterinary 
medicine since her resignation from Plaintiff’s employment. According to Dr. O’Brien, following 
her resignation she began providing equine reproductive veterinary services to two farms, Irish 
Hill Century Farm and Hidden Lake Farm. Id. at ¶¶ 54, 57, 64. Irish Hill and Hidden Lake are 
both thoroughbred breeding and boarding farms. Id. at ¶¶ 55, 62. Irish Hill is owned by Dr. 
 
4 Dr. O’Brien does not address these letters in her opposition to Plaintiff’s motion. 

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O’Brien’s husband. Id. at ¶ 55. Dr. O’Brien contends that these farms would not use Plaintiff for 
veterinary services regardless of her availability. Id. at ¶¶ 61, 63. Dr. O’Brien otherwise represents 
that “[b]eyond those two farms,” she has “performed only de minimis assistance, on an informal 
basis, for a small number of personal friends during foaling season – work that was incidental, 
unsolicited, and not part of any business relationship.” Id. at ¶ 65. 
 Plaintiff maintains that since her resignation Dr. O’Brien has worked for at least two other 
farms, in addition to Irish Hill and Hidden Lake, providing equine veterinary services. Dkt. Nos. 
39-2 ¶¶ 1 -7; id. Ex. 1; 39- 1 ¶¶ 6 -10. Plaintiff further points out that to the extent Dr. O’Brien 
concedes that she continues to provide artificial reproductive equine services, she cannot be 
providing those services to the thoroughbred horses boarded at Irish Hill and Hidden Lake because 
thoroughbred horses bred for racing must be conceived naturally through “live cover.” Dkt. Nos. 
39-1 ¶¶ 14-16; 39-2 ¶¶ 14 -15. Thus, according to Plaintiff, Dr. O’Brien is practicing assisted 
reproductive services on non-thoroughbred horses being brought to her at Irish Hill for care . Id. 
at ¶ 16; see also Dkt. No. 39-2 Ex. 1. 
III. STANDARD OF REVIEW 
 “A preliminary injunction is an extraordinary remedy never awarded as of right.” JTH Tax, 
LLC v. Agnant , 62 F.4th 658, 666–67 (2d Cir. 2023) (quoting Winter v. Nat. Res. Def. Council, 
Inc., 555 U.S. 7, 24 (2008)). “A plaintiff seeking a preliminary injunction must establish that he is 
likely to succeed on the merits, that he is likely to suffer irreparable harm in the absence of 
preliminary relief, that the balance of equities tips in his favor, and that an injunction is in the 
public interest.” Id. (quoting Winter, 555 U.S. at 20). 
In some limited circumstances, “a plaintiff seeking a preliminary injunction must satisfy a 
heightened standard by ‘show[ing] a clear or substantial likelihood of success on the merits, and 

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[by] mak[ing] a strong showing of irreparable harm.’” JTH Tax, 62 F.4th at 667 (quoting New 
York ex rel. Schneiderman v. Actavis PLC, 787 F.3d 638, 650 (2d Cir. 2015)). One such situation 
in which the heightened standard applies is “when the plaintiff seeks a so- called ‘mandatory 
injunction,’ rather than a ‘prohibitory’ one.” Daileader v. Certain Underwriters at Lloyds London 
Syndicate 1861, 96 F.4th 351, 356 (2d Cir. 2024) (cleaned up). As the Second Circuit has 
explained, “[p]rohibitory injunctions ma intain the status quo pending resolution of the case; 
mandatory injunctions alter it.” N. Am. Soccer League, LLC v. United States Soccer Fed’n, Inc ., 
883 F.3d 32, 36 (2d Cir. 2018) . “In this context, the ‘status quo’ is really the ‘status quo ante’ – 
that is, ‘the last actual, peaceable[,] uncontested status which preceded the pending controversy.’” 
Id. at 37 & n.5 (internal quotation marks and citation omitted). The Second Circuit has further 
expressed that it is “inclined to ‘shut[] out defendants seeking shelter under a current ‘status quo’ 
precipitated by their [own] wrongdoing.” Daileader, 96 F.4th at 357 n.5 (quoting N. Am. Soccer 
League, 883 F.3d at 37 n.5). Such a status quo “could not be viewed as either ‘peaceable’ or 
‘uncontested.’” Id. (citation omitted). 
 Here, the Defendants maintain that a preliminary injunction enforcing the non-compete and 
confidentiality provisions is a mandatory injunction that would alter, rather than preserve, the 
status quo. Dkt. No. 26 at 11. Defendants neglect, however, to articulate why such a preliminary 
injunction would be mandatory or grapple with the issue of identifying the status quo ante, i.e. the 
last peaceable or uncontested status which preceded the pending controversy. Presumably, 
Defendants construe the status quo to be Dr. O’Brien’s post-resignation provision of equine 
veterinary services , or in other words, the complained- of wrongdoing forming the basis for 
Plaintiff’s Complaint. The Court disagrees. The last uncontested status preceding this action was 
when Dr. O’Brien was still working for Plaintiff pursuant to the terms of her employment 

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agreement. See, e.g., Hercules Pharms., Inc. v. Cherne , No. 24-2545-CV, 2025 WL 1099431, at 
*2 (2d Cir. Apr. 14, 2025) (summary order) (agreeing that injunction against Cherne was 
prohibitory, rather than mandatory, where “the last peaceable uncontested status preceding the” 
claim for breach of non- compete existed “immediately before Cherne resigned from Hercules to 
begin working for NDC the same day.”). Thus, a preliminary injunction seeking to enforce the 
employment agreement and restrain Defendants fro m breaching its terms is prohibitory, and 
Plaintiff “must therefore satisfy the comparatively less stringent – though still exacting – standard” 
for such relief. New York v. Nat’l Sci. Found., 793 F. Supp. 3d 562, 577 (S.D.N.Y. 2025). 
IV. DISCUSSION 
A. Irreparable Harm 
Plaintiff contends that Dr. O’Brien’s operation of multiple businesses providing equine 
veterinary m edicine “irreparably harms” its “customer relationships, reputation, customer 
goodwill, and ability to compete in the market.” Dkt. No. 5- 2 at 20. Specifically, Plaintiff 
contends that Dr. O’Brien is directly targeting Plaintiff’s clients and providing s ervices to them, 
resulting in a loss of client relationships and customer goodwill. Id. at 21. Plaintiff also contends 
that Dr. O’Brien’s possession and use of customer information she obtained through her 
employment cannot be compensated by money damage s. Id. Defendants maintain that Plaintiff 
cannot demonstrate irreparable harm, to the extent that (1) Plaintiff delayed in seeking emergency 
relief, (2) the clients Dr. O’Brien currently serves will not return to Plaintiff regardless of an 
injunction, (3) Plaintiff’s revenue losses are attributable to its own conduct, (4) the remaining harm 
is calculable in money damages, (5) the agreement’s contractual acknowledgement does not 
establish irreparable harm, and (6) Plaintiff’s assertions of irreparable harm rests on conclusory 
allegations. Dkt. No. 26 at 11-19. 

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“A showing of irreparable harm is ‘the single most important prerequisite for the issuance 
of a preliminary injunction.’” Faiveley Transp. Malmo AB v. Wabtec Corp., 559 F.3d 110, 118 (2d 
Cir. 2009) (quoting Rodriguez v. DeBuono, 175 F.3d 227, 234 (2d Cir. 1999)). “That is because a 
preliminary injunction strives to maintain the status quo in order ‘ to protect [the] plaintiff from 
irreparable injury’ while awaiting final decision on the merits. ” JTH Tax, LLC , 62 F.4th at 672 
(citing Wright & Miller § 2947) . “To satisfy their burden to show irreparable harm, [p]laintiffs 
must demonstrate that absent a preliminary injunction they will suffer an injury that is neither 
remote nor speculative, but actual and imminent, and one that cannot be remedied if a court waits 
until the end of trial to resolve the harm. ’” Id. (quoting Grand River Enter. Six Nations, Ltd. v. 
Pryor, 481 F.3d 60, 66 (2d Cir. 2007) ). “Where there is an adequate remedy at law, such as an 
award of money damages, injunctions are unavailable except i n extraordinary circumstances.” 
TomGal LLC v. Castano , No. 22-cv-9516, 2022 WL 17822717, at *3 (S.D.N.Y. Dec. 19, 2022) 
(quoting Faiveley, 559 F.3d at 118). 
 “The loss of customer relationships and goodwill that results from a breach of a covenant 
not to compete are generally sufficient to demonstrate irreparable harm. ” Tecspec LLC, et al. v. 
Michael Donnolo, et al. , No. 25- 1676-CV, 2026 WL 1361842, at *4 (2d Cir. May 15, 2026) 
(summary order) (citing Jacobson & Co. v. Armstrong Cork Co., 548 F.2d 438, 444–45 (2d Cir. 
1977) and Ticor Title Ins. Co. v. Cohen, 173 F.3d 63, 69 (2d Cir. 1999) ); see also Devos, Ltd. v. 
Record, No. 15-cv-6916, 2015 WL 9593616, at *8 (E.D.N.Y. Dec. 25, 2015) (“[I]t has consistently 
been held that the loss resulting from a party ’s breach of a restrictive covenant is not easily 
quantifiable by money damages and is, therefore, protectable by a preliminary injunction.” ); 
Singas Famous Pizza Brands Corp. v. New York Advert. LLC, No. 10 Civ. 8976, 2011 WL 497978, 
at *6 (S.D.N.Y. Feb. 10, 2011), aff’d , 468 F. App’ x 43 (2d Cir. 2012) ( “In general, ‘a loss of 

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prospective goodwill can constitute irreparable harm.’” ) (quoting Tom Doherty Assocs., Inc. v. 
Saban Ent., Inc., 60 F.3d 27, 38 (2d Cir. 1995)) ; Johnson Controls, Inc. v. A.P.T. Critical Sys., 
Inc., 323 F. Supp. 2d 525, 532 (S.D.N.Y. 2004) (“[W]hen a party violates a non -compete clause, 
[generally] the resulting loss of client relationships and customer good will built up over the years 
constitutes irreparable harm.”). 
Nevertheless, the Second Circuit has rejected the proposition that “irreparable harm must 
inevitably be assumed in breach of covenant cases.” JTH Tax , 62 F.4th at 673 (quoting Baker’s 
Aid, Inc. v. Hussman Foodservice Co., 830 F.2d 13, 15 (2d Cir. 1987)). “Though courts often issue 
preliminary injunctions when it appears likely that the plaintiff will prevail in covenant- not-to-
compete cases, this is not an automatic process, but instead depends upon the factual particulars in 
each case.” Baker’s Aid, 830 F.2d at 15; Uni-World Cap. L.P. v. Preferred Fragrance, Inc., 73 F. 
Supp. 3d 209, 236 (S.D.N.Y. 2014). To this end, “conclusory statements of loss of reputation and 
goodwill constitute an insufficient basis for a finding of irreparable harm.” Shepard Indus., Inc. v. 
135 E. 57th St. LLC, No. 97-cv-8447, 1999 WL 728641, at *8 (S.D.N.Y. Sept. 17, 1999). 
 Here, Section 14 of the agreement provides that 
Veterinarian hereby agrees that, in the event of any actual or threatened breach of 
this Section 12 or 13, Employer will have no adequate remedy at law, will suffer 
irreparable injury, and that it shall be entitled to injunctive relief (both temporary 
and permanent) enjoining and restraining Veterinarian and any other engaged with 
Veterinarian from competing with Employer in violation of this Section 12 and 13 
. . . . 
 
Dkt. No. 5- 4 at 5. “While not dispositive, courts may view [such terms] as evidence of an 
admission that irreparable harm has occurred.” Hercules Pharms., Inc. v. Cherne, No. 24-cv-5659, 
2024 WL 4406899, at *2 (E.D.N.Y. Sept. 18, 2024) (collecting cases), aff’d, No. 24- 2545-CV, 
2025 WL 1099431 (2d Cir. Apr. 14, 2025) . Accordingly, without viewing this provision as 
dispositive, the Court considers it as evidence in favor of the view that Plaintiff and Dr. O’Brien 

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agreed that a breach of the restrictive covenants in the agreement is likely to cause irreparable 
harm. See, e.g., FTS Business Consultants, Inc. v. Cullen Baker , No. 26- cv-6251, 2026 WL 
1078215, at *7 (W.D.N.Y. Apr. 21, 2026). 
 There is other evidence that failure to enjoin Defendants is likely to cause irreparable harm. 
This includes evidence that since her resignation Dr. O’Brien has spoken with, and performed 
work for, Plaintiff’s clients. Defendants attempt to minimize the weight of this evidence by 
contending Dr. O’Brien’s work has been of an intentionally limited scope, and only for clients who 
would not otherwise use Plaintiff’s services. However, Dr. O’Brien concedes that she is providing 
services to clients beyond Irish Hill and Hidden Lake , and Plaintiff has offered evidence that a 
separate client recently left its services to use Dr. O’Brien. Plaintiff has also presented evidence 
that Dr. O’Brien, through the Defendant business entities , is advertising and actively soliciting 
clients over social media to perform services that would fall under the category of equine 
veterinary care. 
 The Court has considered Defendants’ remaining arguments surrounding irreparable harm, 
and find them to be without merit. Based on th e previously mentioned evidence, Plaintiff has 
sufficiently shown the threat of irreparable harm in the absence of injunctive relief. See, e.g., Nat’l 
Elevator Cab & Door Corp. v. H&B, Inc., 282 F. App’ x 885, 887 (2d Cir. 2008) (affirming the 
district court’s conclusion that the defendant’s solicitation of the plaintiff’s clients in violation of 
a non-compete provision would likely harm the plaintiff’s good will); FTS Bus. Consultants, Inc., 
2026 WL 1078215, at *7 (plaintiff sufficiently established threat of irreparable harm in the absence 
of injunctive relief based on evidence including contractual acknowledgment of irreparable harm 
and additional evidence that plaintiff has been informed by its clients that they are being solicited 
by defendant). 

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B. Likelihood of Success on the Merits 
 Plaintiff maintains that it is likely to succeed on the merits of its claims for breach of and 
tortious interference with the non-compete and confidentiality provisions. Dkt. No. 5-2 at 25-31. 
Specifically, Plaintiff contends that Dr. O’Brien, through her sworn affidavit, has admitted to 
providing equine veterinary services in violation of the non -compete provision. Plaintiff further 
argues that Dr. O’Brien has admitted to the possession and use of client information accumulated 
throughout the course of her employment with Plaintiff. In opposition to the motion, Defendants 
contend that Plaintiff will not succeed on the merits of its claims because the non -compete 
provision is unenforceable, and Plaintiff’s client list is not confidential information subject to the 
restrictive covenant. Dkt. No. 26 at 19-26. 
 “To warrant a preliminary injunction, Plaintiffs need not show that there is a likelihood of 
success on the merits of all of their claims for relief. Rather, Plaintiffs must show a likelihood of 
success on the merits of at least one of their claims.” Upsolve, Inc. v. James , 604 F. Supp. 3d 97, 
109 (S.D.N.Y. 2022) (quoting L.V.M. v. Lloyd, 318 F. Supp. 3d 601, 618 (S.D.N.Y. 2018)) , 
vacated and remanded on other grounds, 155 F.4th 133, 136 (2d Cir. 2025) ; see also FTS Bus. 
Consultants, Inc ., 2026 WL 1078215, at *8 (“[C]ourts have found that the plaintiffs need not 
satisfy the standard for all of their claims for relief, but only on at least one of their claims. ”). 
Accordingly, the Court limits its examination to Plaintiff’s claim against Dr. O’Brien for breach 
of the non-compete provision. 
 In order to do so, the Court must first address the parties ’ dispute over whether the 
employment agreement should be governed by Kentucky or New York law. The agreement 
provides: “This Agreement has been negotiated and executed in the Commonwealth of Kentucky 
and the laws of that state shall govern its constructio n and validity.” Dkt. No. 5- 4 at 6. 

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Notwithstanding this provision, Defendants argue that New York law should apply because New 
York has the most significant contacts with the employment relationship, and enforcing the choice-
of-law provision would violate New York public policy. Dkt. No. 26 at 19-23. 
 “When undertaking a choice-of-law-analysis, a federal court sitting in diversity jurisdiction 
applies the choice-of-law principles of the state in which it sits.” Reiff v. CyberRisk All., LLC, No. 
25-cv-6351, 2025 WL 3019938, at *2 (S.D.N.Y. Oct. 29, 2025) (citing Hartford Fire Ins. Co. v. 
Orient Overseas Containers Lines (UK) Ltd., 230 F.3d 549, 556 (2d Cir. 2000)). Thus, this Court 
applies New York choice-of-law principles to determine what law applies to Plaintiff’s breach of 
contract claim. 
“Under New York law, great deference is to be given a contract ’s designation of the law 
that is to govern disputes arising from the contract, and that designation is determinative if the 
state selected has sufficient contacts with the transaction.” Zerman v. Ball , 735 F.2d 15, 20 (2d 
Cir. 1984); see also Int’l Bus. Machines Corp. v. Mueller, No. 14-cv-9221, 2017 WL 4326114, at 
*4 (S.D.N.Y. Sept. 27, 2017). “If a claim falls within a contract’s choice-of-law provision and the 
provision calls for application of a certain state’s law, that law will generally be applied so long as 
the chosen law bears a reasonable relationship to the parties or the transaction, but it will not be 
applied where the chosen law violates some fundamental principles of justice, some prevalent 
conception of good morals, some deep-rooted tradition of the common weal.” DF Ventures, LLC 
v. Aaron & Gianna, PLC, No. 22- cv-9586, 2024 WL 916343, at *10 (S.D.N.Y. Mar. 4, 2024) 
(cleaned up); see also United States v. Moseley, 980 F.3d 9, 20 (2d Cir. 2020) (“New York law is 
unambiguous in the area of express choice of law provisions in a contract. Absent fraud or violation 
of public policy, contractual selection of governing law is generally determinative so long as the 
State selected has sufficient contacts with the transaction.” (quoting Int’l Minerals & Res., S.A. v. 

14 
Pappas, 96 F.3d 586, 592 (2d Cir. 1996)); East Capital Invs. Corp. v. GenTech Holdings, Inc., 590 
F. Supp. 3d 668, 677 (S.D.N.Y. 2022) (“[C]ourts may refuse to enforce a choice- of-law clause 
only where (1) the parties’ choice has no reasonable basis or (2) application of the chosen law 
would violate a fundamental public policy of another jurisdiction with materially greater interests 
in the dispute.”) (quoting Beatie & Osborn LLP v. Patriot Sci. Corp., 431 F. Supp. 2d 367, 378 
(S.D.N.Y. 2006)). 
Here, Defendants’ argument that the Court should decline to enforce the choice- of-law 
provision is unpersuasive. Kentucky bears a reasonable relationship to the parties and to the 
transaction – Plaintiff is incorporated and has its principal place of business in Kentucky, and Dr. 
O’Brien attended training at Plaintiff’s Kentucky headquarters. See Amerisure Ins. Co. v. Selective 
Ins. Grp., Inc., No. 21 -1516, 2023 WL 3311879, at *3 (2d Cir. May 9, 2023) (summary order) 
(“Since EDC has its principal place of business in Virginia, we conclude that the state selected in 
the Subcontract has sufficient contacts with the transaction, and that Virginia law governs the 
interpretation of the Subcontract.”) (citing Cap Gemini Ernst & Young, U.S., L.L.C. v. Nackel, 346 
F.3d 360, 366 (2d Cir. 2003) (“sufficient contacts” requirement satisfied where one party to 
transaction has principal place of business in state selected) ). Otherwise, Defendants have failed 
to show how the application of Kentucky law would violate a fundamental public policy of New 
York, particularly considering the similar standards required in each state to enforce such a 
provision. 
Having determined that the agreement is governed by Kentucky law, the Court examines 
the second threshold issue raised by the parties – whether the agreement was supported by adequate 
consideration. Plaintiff has offered evidence that Dr. O’Brien entered into the agreement at the 
start of her employment as an associate veterinarian with Plaintiff, and that the agreement 

15 
contained “reciprocal promises such as [Plaintiff’s] agreement to terminate her only with cause or 
upon 90 days’ advance notice.” Dkt. No. 5-2 at 26. Plaintiff also offers evidence of its significant 
investment into Dr. O’Brien’s professional development during her employment. Id. On this 
record, the Court agrees that Plaintiff is likely to succeed in establishing that the agreement was 
supported by adequate consideration under Kentucky law. See, e.g., Alph C. Kaufman, Inc. v. 
Cornerstone Indus. Corp., 540 S.W.3d 803, 813 (Ky. App. 2017) (“When the employee executes 
the covenant not to compete at the same time he accepts employment, the latter becomes the 
consideration for the covenant.”); Ecolab, Inc. v. Shanklin, No. 3:23- cv-215, 2023 WL 4365933, 
at *5 (W.D. Ky. May 12, 2023) (“Consideration may also be found where, after execution of an 
employment agreement, an employee continue[s] to be employed for a number of years and 
receive[s] raises and promotions while employed or acquire[s] specialized knowledge training, and 
expertise in the collection business which they might not have otherwise acquired.”) (cleaned up); 
see also Shah v. Am. Synthetic Rubber Corp., 655 S.W.2d 489, 492 (Ky. 1983) (“We join a number 
of other jurisdictions which hold that parties may enter into a contract of employment terminable 
only pursuant to its express terms—as ‘for cause’—by clearly stating their intention to do so, even 
though no other considerations than services to be performed or promised, is expected by the 
employer, or performed or promised by the employee.”). 
 As for the enforceability of the non-compete agreement, “[c]ourts in . . . Kentucky look to 
the reasonableness of a noncompetition agreement to determine whether the agreement is 
enforceable.” AWP, Inc. v. Safe Zone Servs., LLC , No. 3:19- cv-00734, 2022 WL 989133, at *7 
(W.D. Ky. Mar. 31, 2022), appeal dismissed, No. 22- 5373, 2022 WL 16557352 (6th Cir. Oct. 4, 
2022) (citing Advanced Sols., Inc. v. Chamberlin, No. 07-612-C, 2007 WL 4215654, at *5 (W.D. 
Ky. Nov. 27, 2007) (“[I]n Kentucky, ancillary covenants such as a covenant not to compete are 

16 
valid and enforceable if the terms are reasonable in light of the surrounding circumstances.”)); see 
also Ecolab, Inc., 2023 WL 4365933, at *5 (“[I]t has been held in Kentucky that an agreement in 
restraint of trade is reasonable if, on consideration of the subject, nature of the business, situation 
of the parties and circumstances of the particular case, the restriction is such only as to afford fair 
protection to the interests of the covenantee and is not so large as to interfere with the public 
interests or impose undue hardship on the party restricted.” ) (quoting Hammons v. Big Sandy 
Claims Serv., Inc., 567 S.W.2d 313, 315 (Ky. Ct. App. 1978)). In assessing the reasonableness of 
the agreement, the Court considers “(a) the nature of the business or profession and employment, 
including the character of the service that is performed by the particular employee; (b) the duration 
of the restriction; and (c) the scope and/or territorial extent of the restriction.” Id. at *6 (quoting 
Fruit of the Loom, Inc. v. Zumwalt, No. 1:15-cv-131, 2015 WL 7779524, at *4 (W.D. Ky. Dec. 1, 
2015)). 
 Dr. O’Brien is a licensed veterinarian who, while employed with Plaintiff, provided “a 
variety of general equine veterinary care.” Plaintiff has set forth evidence that it has made a 
substantial investment in Dr. O’Brien’s training and professional development in the specific field 
of equine veterinary medicine, and that she has developed specialized skills in this field as a result. 
The non- compete provision of the agreement restricts Dr. O’Brien from practicing equine 
veterinary medicine for a period of two years after her employment in specific counties where Dr. 
O’Brien provided equine veterinary services as an ambulatory associate veterinarian for Plaintiff. 
The agreement does not restrict Dr. O’Brien’s ability to practice other forms of veterinary 
medicine. Courts have found similar restrictions preventing an individual from immediately using 
the specialized skills he or she has gained from years of employment for the benefit of another . 
See, e.g., Gardner Denver Drum LLC v. Goodier , No. Civ.A 3:06-cv-4-H, 2006 WL 1005161, at 

17 
*8 (W.D. Ky. April 14, 2006) (“Goodier ’s relationships with Drum ’s distributors and his 
knowledge of the industry is highly significant, and obviously valuable to Tuthill, his new 
employer. The Covenant seeks to protect Drum ’s investment in Goodier by preventing him (and 
Tuthill, by implication) from immediately using the skills he gained from years of employment at 
Drum for the benefit of Tuthill.”); Fruit of the Loom, 2015 WL 7779524, at *4 (granting injunctive 
relief to prevent former sales employee from engaging in sales of similar products for a 
competitor). 
 Furthermore, courts have held that similar, if not greater, temporal and geographic scopes 
contained in a non-compete provision are not unreasonable. See Mgmt. Registry, Inc. v. Calvetti , 
No. 3:18-cv-00201, 2018 WL 1660087, at *1 (W.D. Ky. Apr. 5, 2018) (two- year non-compete 
reasonable); Gardner, 2006 WL 1005161, at *8 (three -year non-compete reasonable); Edwards 
Moving & Rigging, Inc. v. Lack, No. 214-cv-02100, 2014 WL 12531102, at *1 (W.D. Tenn. Mar. 
5, 2014) (upholding non-compete pursuant to Kentucky law with “a duration of two years . . . and 
a national geographic scope, considering [the company’ s] geographic range of business ” 
explaining that such clauses “ have been deemed reasonable under Kentucky law”) ; Hammons v. 
Big Sandy Claims Serv., Inc., 567 S.W.2d 313, 315 (Ky. Ct. App. 1978) (“ It was not an 
unreasonable restriction by the trial court to restrict his business within 200 miles of Middlesboro 
when you consider the nature of the business.”). 
 Dr. O’Brien does not meaningfully dispute that she has “engage[d] in the practice of equine 
veterinary medicine” in violation of the terms of the agreement since her resignation. Even 
assuming, however, that the work she admits to performing for Irish Hill and Hidden Lake does 
not violate the terms of the non- compete, there is sufficient evidence offered by Plaintiff and 
admissions made by Dr. O’Brien herself that Dr. O’Brien’s provision of equine veterinary 

18 
medicine has expanded to other farms and former clients of Plaintiff within the restricted 
geographic area. For all of the above reasons, on the limited record at this juncture the Court finds 
that Plaintiff will likely be successful in its claim against Dr. O’Brien for breach of the non -
compete provision. 
C. Balance of Equities and Public Interest 
Dr. O’Brien contends that the balance of equities tips in her favor, namely because 
enforcing the non- compete agreement would bar her from pursuing work in her field to the 
detriment of her role as financial provider for her family, as well as create a hardship to the farms 
she currently services, who would be without her veterinary care and thus face financial crisis. 
Dkt. No. 26 at 26-29. For several reasons, this argument is unpersuasive. First, enforcing the non-
compete provision of the agreement would not force Dr. O’Brien to “abstain from plying [her] 
trade,” as Defendants suggest. Dr. O’Brien remains free to practice any other form of veterinary 
medicine within the geographically restricted area, or to alternatively practice equine veterinary 
medicine outside the identified counties. Second, to the extent Dr. O’Brien represents that she is 
only providing a specific, limited form of equine veterinary service to Irish Hill and Hidden Lake, 
who would otherwise be without options, Plaintiff has agreed to tailor its request for a preliminary 
injunction to permit Dr. O’Brien to continue performing such work. Defendants fail to persuade 
the Court how the balance of hardships favor them in light of these concessions. 
On the other hand, Plaintiff has established that it would suffer hardship if its request for 
preliminary injunctive relief were denied, to the extent Dr. O’Brien continues her breach of the 
non-compete provision. See, e.g., Cortland Line Holdings LLC v. Lieverst , No. 18- cv-307 
(TJM/DEP), 2018 WL 8278554, at * 9 (N.D.N.Y. Apr. 6, 2018) (finding balance of hardships 
favored plaintiffs, “who hired [d]efendant with the understanding that he would not compete with 

19 
[plaintiff] for two years after leaving the company, and would not use confidential company 
information to do so,” because “[f]ailing to receive the benefit of its bargain would create a 
hardship to the Plaintiffs”); Uni-World, 73 F. Supp. 3d at 237 (finding that the balance of hardships 
weighed heavily in the plaintiffs ’ favor because the injunctive relief sought merely barred the 
defendant from violating his non-compete agreements and “would not impose any new legal duty 
on him; instead it would give necessary teeth to an existing contractual duty[;]” whereas the 
plaintiffs “would suffer a substantial hardship if their request were denied, because [the defendant] 
would be likely to continue his breach of the non-compete.”). 
Last, the Court finds that the public interest would not be disserved by the issuance of a 
preliminary injunction in this action. It is well settled in this Circuit that in a case such as this, 
“injunctive relief would serve the public interest by ensuring that reasonable restrictive covenants 
into which the parties voluntarily entered are enforced.” JTH Tax, Inc. v. Sawhney , No. 19 -cv-
4035, 2019 WL 3051760, at *7 (S.D.N.Y. July 11, 2019); see also Benihana, Inc. v. Benihana of 
Tokyo, LLC, 784 F.3d 887, 897 (2d Cir. 2015) (holding, “to the extent it is implicated, the public 
interest here is served by the enforcement of the parties’ lawful agreement”) ; Uni-World, 73 F. 
Supp. 3d at 237 (“the public interest would be advanced by such an injunction, because, on the 
facts here, such an injunction would tend to encourage parties to abide by their agreements.”). 
Based on the foregoing,
5 Plaintiff has met its burden under Federal Rule of Civil Procedure 
65 to warrant a preliminary injunction in its favor. 
 
 
 
5 To the extent not specifically addressed, the Court has considered the remainder of the 
Defendants’ arguments and finds them to be without merit. 

20 
D. Bond 
Plaintiff asks this Court to waive the requirement of a security bond in granting a 
preliminary injunction. Dkt. No. 5-2 at 32-33. Defendants do not request bond in their motion 
papers, nor do they address Plaintiff’s request to waive the requirement. 
“Under Rule 65(c), before issuing a preliminary injunction, the court must order the 
moving party to provide a security ( ‘post bond’) in an amount the court determines would cover 
damages sustained in the event a party has been wrongfully enjoined.” Vans, Inc. v. MSCHF Prod. 
Studio, Inc., 88 F.4th 125, 143 (2d Cir. 2023) (citing Fed. R. Civ. P. 65(c) (“The court may issue 
a preliminary injunction or a temporary restraining order only if the movant gives security in an 
amount that the court considers proper to pay the costs and damages sustained by any party found 
to have been wrongfully enjoined or restrained.”) ). “Rule 65(c) gives the district court wide 
discretion to set the amount of a bond, and even to dispense with the bond requirement where there 
has been no proof of likelihood of harm, or where the injunctive order was issued to aid and 
preserve the court ’s jurisdiction over the subject matter involved.” Doctor ’s Assocs., Inc. v. 
Distajo, 107 F.3d 126, 136 (2d Cir. 1997) (internal quotation marks omitted). 
The Second Circuit has held that “where the party opposing an injunction does not request 
security, the district court does not err in failing to order it.” Vans, Inc., 88 F.4th at 143. 
Furthermore, Dr. O’Brien agreed when she executed the agreement to “waive any requirement for 
the posting or securing of any bond in connection with obtaining” injunctive relief. Dkt. No. 5- 4 
at 6. See New Horizons Educ. Corp. v. Krolak Tech. Mgmt. of Syracuse, LLC, No. 5:18-cv-01223 
(BKS/DEP), 2018 WL 5253070, at *10 (N.D.N.Y. Oct. 22, 2018) (recognizing that “[t]he parties 
may agree to waive the bond requirement ” and collecting cases). Finally , Defendants have not 
provided any information from which the Court could determine a reasonable measure of the 

21 
damages that they might incur as a result of the preliminary injunction. See Intertek Testing 
Services, N.A., Inc. , 443 F. Supp. 3d at 347 (declining to require bond where parties had not 
demonstrated defendant’s salary or any other basis for determining damages). For all of these 
reasons, the Court declines to require Plaintiff to post bond upon issuance of the preliminary 
injunction. 
V. CONCLUSION 
For these reasons, it is hereby 
 ORDERED that Plaintiff’s request for a preliminary injunction enforcing the non-compete 
and confidentiality provisions of the agreement is GRANTED, and pending a final disposition of 
this action or an Order by this Court vacating the preliminary injunction, it is further 
 ORDERED that Defendants are enjoined from engag ing in the practice of equine 
veterinary medicine within the Kentucky counties of Fayette, Clark, Madison, Scott, Jessamine, 
Bourbon and Woodford; and within the New York counties of Saratoga, Warren, Washington, 
Albany, Schenectady, Montgomery, Fulton, Hamilton and Rensselaer ; as a participant in a 
partnership, joint venture, sole proprietorship, corporation, or other entity, or as an operator, 
investor, shareholder, partner, principal, director, employer, em ployee, consultant, manager, 
advisor, agent or in any other capacity whatsoever, directly or indirectly, except that Dr. O’Brien 
may practice equine veterinary medicine with respect to thoroughbred horses bred for racing 
permanently or seasonally boarded at Irish Hill Century Farm or Hidden Lake Farm, and it is 
further 
 ORDERED that Defendants are enjoined from disclosing (i) all confidential information 
relating to Dr. O’Brien’s medical practice and Plaintiff which has not been published or 
disseminated outside of Plaintiff or its employees and advisors or which has not otherwise become 

22 
a matter of general public knowledge; (ii) all information or data reasonably identified at the time 
by Plaintiff to Dr. O’Brien as being confidential; (iii) all names and records, including office charts, 
hospital charts, films, correspondence regarding patient treatment, care and billing, billing records, 
insurance records, and reports for all patients of the veterinary medical practice conducted by 
Plaintiff and Dr. O’Brien; (iv) all price lists, fees and fee schedules, and all reports and other 
documents disclosing same; and (v) all or any portion or phase of any financial information, 
business plans, accounting data, or other financial or business information. 
IT IS SO ORDERED. 
Dated: June 18, 2026 
 
 

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