FW-CO, Inc. v. Schulz

CourtDistrict Court, D. Colorado
DecidedFebruary 24, 2025
Docket1:25-cv-00254
StatusUnknown

This text of FW-CO, Inc. v. Schulz (FW-CO, Inc. v. Schulz) is published on Counsel Stack Legal Research, covering District Court, D. Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
FW-CO, Inc. v. Schulz, (D. Colo. 2025).

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Judge Nina Y. Wang

Civil Action No. 1:25-cv-00254-NYW-TPO

FW-CO, Inc. d/b/a FORTIS,

Plaintiff,

v.

CHARLES SCHULZ, DAVID SCHUPMANN, and TRIDENT SOLUTIONS OF SUGAR GROVE LLC,

Defendants.

ORDER GRANTING TEMPORARY RESTRAINING ORDER

This matter is before the Court on the Emergency Motion for Temporary Restraining Order and Preliminary Injunction (“Emergency TRO Motion” or “Motion”) filed by Plaintiff FW-CO, Inc., d/b/a Fortis (“Plaintiff” or “Fortis”) on February 6, 2025. [Doc. 10].1 Fortis seeks immediate injunctive relief to protect against irreparable harm threatened to its business if its former executive, Defendant David Schupmann (“Mr. Schupmann”), performs managerial or sales and marketing functions for Roofing USA, Inc. (“Roofing USA”), or any other competing business. See generally [id.]. For the reasons set forth in Fortis’s Verified Amended Complaint, [Doc. 20]; the instant Motion, [Doc. 10]; and Fortis’s oral argument at the hearing on the Emergency

1 Where the court refers to the filings made in the Electronic Court Filing (“ECF”) system in this action, it uses the convention [Doc. ___]. When citing to transcripts filed on the docket, this Court refers to the ECF docket number, and the original page and line number in the transcript for the purposes of consistency. TRO Motion, see [Doc. 27], the Court GRANTS Plaintiff’s request for a temporary restraining order. BACKGROUND2 This case involves an employment dispute between Plaintiff and two of its former employees, Mr. Schupmann and Charles Schulz (“Mr. Schulz”),3 as well as an entity formed by Messrs. Schupmann and Schulz, Trident Solutions of Sugar Grove LLC (“Trident” and collectively, “Defendants”). See [Doc. 20 at ¶¶ 1–3]. Fortis is a roof

reconditioning, replacement, and insurance company serving commercial clients looking to avoid full roof replacements, [id. at ¶ 23; Doc. 10 at 3], which can be “extremely expensive and cumbersome operationally,” [Doc. 10 at 3]. Fortis assesses commercial roofs, performs “reconditioning” to extend the life of commercial roofs, and issues warranties to commercial clients whereby Fortis covers the cost of any additional roof reconditioning needed during the warranty period. [Id.; Doc. 20 at ¶¶ 23–24]. On February 27, 2018, Fortis hired Mr. Schupmann as Senior Vice President of Sales and Marketing. [Doc. 20 at ¶ 4]. In connection with the same, Mr. Schupmann signed an Employment Agreement containing various restrictive covenants (the

“Agreement”). [Id. at ¶¶ 32–37]; see also [Doc. 10-1 (Agreement)]. Relevant here, the Agreement provides that Mr. Schupmann:

2 The following facts are drawn from Fortis’s Verified Amended Complaint, [Doc. 20], and several documents filed by Fortis in support of its Emergency TRO Motion, see [Doc. 10; Doc. 10-1; Doc. 10-2; Doc. 10-3], and are taken as true for the purposes of this instant Order. The Court also has drawn facts from Mr. Schupmann’s Declaration provided in support of his Response to the Motion for TRO, [Doc. 21-2], and taken those as true. 3 Mr. Schupmann hired and supervised Mr. Schulz during their respective tenures at Fortis. [Doc. 20 at ¶¶ 5, 8, 30]. shall keep secret and shall not divulge any of the names of, or any other information relative to, the clients and business operations of [Fortis], and any information concerning [Fortis’s] clients, employees, . . . techniques, methods, and any [and] all business associations or activities of [Fortis] and its clients and any information or knowledge that [Mr. Schupmann] acquires during [Mr. Schupmann’s] employment with [Fortis]. [Doc. 10-1 at § 5.1.1]. Mr. Schupmann also agreed that he would not directly or indirectly “approach, solicit, induce, divert or hire, or attempt to approach, solicit, induce, divert or hire, any . . . customer or prospective customer” of Fortis to “terminate such . . . relationship with [Fortis],” during his employment and for two years thereafter. [Id. at § 5.2.1]. Finally, Mr. Schupmann also agreed that, during his employment and for two years thereafter, he would not: within the Area, either directly or indirectly, on his own behalf or in the service or on behalf of others, or in any other capacity which involves duties and responsibilities similar to those [Mr. Schupmann] has undertaken for [Fortis], engage in any . . . business organization . . . engaged in any business or enterprise which is the same as, or substantially the same as, the business of [Fortis]. [Id. at §§ 5.3, 5.3.1 (“non-competition provisions”)].4 According to Fortis, Defendants operated a “kickback scheme” during Messrs. Schupmann and Schulz’s employment in violation of the terms of the Agreement. [Doc. 20 at ¶¶ 9–11, 49–61]. Among other things, Messrs. Schupmann and Schulz guaranteed repeat business to certain contractors from within Fortis’s contractor network in exchange for kickbacks, which Defendants funneled to Trident. [Id.]. Defendants also redirected Fortis customers and prospective customers to Trident. [Id. at ¶¶ 62–81]. Upon discovering and investigating Defendants’ misconduct, Fortis terminated Messrs. Schulz

4 The “Area” is defined as “any state or country where [Fortis] engages in any business during [Mr. Schupmann’s] employment with [Fortis].” [Doc. 10-1 at § 5.3.1]. and Schupmann on August 9 and December 24, 2024, respectively. [Id. at ¶¶ 91, 93–94; Doc. 10 at 6]. Fortis initiated this lawsuit on January 24, 2025, see [Doc. 1], bringing claims for breach of fiduciary duty of loyalty and breach of contract against Defendants Schulz and Schupmann; claims for tortious interference with contract and prospective business advantage against Trident; and claims for civil theft, conversion, and civil conspiracy against all Defendants, see generally [Doc. 20]. Plaintiff also seeks damages and

injunctive relief.5 On January 31, 2025, Fortis learned that Mr. Schupmann is now working for Roofing USA, “a company that provides the same services that Fortis does, namely roof repairs, replacement, and maintenance,” [Doc. 10 at 10], allegedly in contravention of restrictive covenants contained in the Agreement, [id. at 6; Doc. 20 at ¶ 101 (alleging that Fortis “is often directly competitive with the services offered by companies like Roofing USA because a business in need of roofing services can choose to buy the Fortis warranty or have repairs done by a traditional roofing contractor”)].6 Given the role that Mr. Schupmann held at Fortis, Plaintiff asserts that he is uniquely positioned to “[e]xploit

[Fortis’s] strengths and weaknesses . . . to help Roofing USA tailor pitches to Fortis

5 Although Fortis pleads injunctive relief as a cause of action (Count III), see [Doc. 20 at ¶¶ 121–28], injunctive relief is not a separate cause of action but instead a request for a certain type of relief, Brickert v. Deutsche Bank Nat’l Tr. Co., 380 F. Supp. 3d 1127, 1141 (D. Colo. 2019). 6 Roofing USA’s website advertises its “superior roofing solutions for commercial properties,” and highlights “Roof Maintenance,” “Roof Replacement,” and “Roof Repairs,” as three of its four services. [Doc. 10-3]; see also [id. (describing Roofing USA’s “Roof Maintenance” service as “[a] proactive maintenance plan [that] can help you stay on top of your repairs, protect your roof’s warranty, AND extend the life of your roof!”)]. customers and prospects, . . . to the detriment of Fortis’s additional services, including coordination of roof servicing, roof assessments, and roof management.” [Doc. 20 at ¶ 101]. Accordingly, Fortis filed the instant Emergency TRO Motion on February 6, 2025. [Doc. 10].7 On February 11, 2025, Fortis filed a Verified Amended Complaint, [Doc. 20], and shortly thereafter, Mr.

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FW-CO, Inc. v. Schulz, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fw-co-inc-v-schulz-cod-2025.