Hutson, Inc. et al. v. Joshua Waggener

Opinion

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF KENTUCKY PADUCAH DIVISION

HUTSON, INC. ET AL. PLAINTIFFS

v. No. 5:25-cv-47-BJB

JOSHUA WAGGENER DEFENDANT * * * * * OPINION & ORDER DENYING INTERIM RELIEF Hutson, Inc., sells John Deere equipment through a network of dealerships in Kentucky, Tennessee, Indiana, and Michigan. Preliminary Injunction Hearing Transcript (DN 114) at 175:13–21. Joshua Waggener previously served as CEO.1 Id. at 61:10–11. When he left Hutson, Waggener executed an agreement that required him to protect Hutson’s confidential information and refrain from competing with or soliciting from his old company. Id. at 63:5–15; see Noncompete Agreement (DN 4- 2). Yet soon after he left, Hutson alleges, Waggener breached that agreement by taking a job as CEO of another John Deere franchisee in Texas called Tellus, poaching Hutson employees, and sharing confidential information with his new employer. See, e.g., Third Amended Complaint (DN 86) ¶¶ 62, 90; Memorandum Supporting Second Motion for Temporary Restraining Order (DN 45-1) at 10. In response, Hutson sued Waggener for breach (and torts not at issue here) and moved for temporary emergency relief.2 See DNs 21, 22 & 45. To address its concerns about competition, confidentiality, and solicitation, Hutson wanted Waggener barred from working for Tellus—or, in other words, “temporarily restrained … from continuing in his employment with” the new dealer network “or engaging in any other employment in violation of the Agreement.” Proposed Order

1 Two Hutson entities sued Waggener: Hutson, Inc., and Hutson, Inc., of Michigan. See, e.g., Third Amended Complaint (DN 86) ¶¶ 1–2. The Michigan entity, formed after Hutson acquired dealerships in the Great Lakes State, see ¶¶ 39–41, operates alongside Hutson, Inc. The Hutson entities nominally own distinct dealerships, but (according to the pleadings, see ¶ 127) sued together because they operate together—and because Waggener served as an officer of both companies. Nothing about this lawsuit (so far, anyway) turns on their corporate separateness. So this opinion refers to both collectively as “Hutson.” 2 Hutson also alleges that Waggener stole money and committed other misdeeds while he worked there. See, e.g., TAC ¶¶ 21, 30–53, 97–108, 125–89. Those claims seek damages, not injunctive relief, however, and are not at issue here. (DN 45-10) at 1. Because of a lack of demonstrated irreparable harm, the first TRO motion failed. But the parties agreed to targeted discovery and an evidentiary hearing on the question of preliminary injunctive relief. DN 26; 33. To the consternation of many, nine months passed before that (repeatedly rescheduled) hearing. A series of discovery disputes between Hutson and Tellus bears most of the blame.3 In the end, the parties asked the Court to hold a hearing on June 24, 2026, see DN 97, on what was by now Hutson’s second combined TRO/PI motion (DN 45). The Court did so, and then the parties filed briefs proposing findings of fact and conclusions of law two weeks later. See DN 113 (setting deadline at parties’ agreement); Hutson Post-Hearing Brief (DN 117); Waggener Post-Hearing Brief (DN 116). The delay potentially matters to the relief available to Hutson. That’s because the separation agreement’s prohibitions against competition and solicitation (though not the provision mandating confidentially) expire “twenty-four … months following the termination of Employee’s employment” at Hutson. Agreement at 3. Because Waggener left on July 14, 2024, that 24-month period ended on July 14, 2026. But Hutson didn’t sue until April 16, 2025; didn’t amend its complaint to challenge Waggener’s employment with Tellus until September 2025; failed to secure interim relief during the first hearing on September 15, 2025; and spent the next eight or nine months pursuing discovery from Tellus. Delays thus dragged Hutson’s request for interim relief into a twilight zone between interim and permanent relief. “The purpose of a preliminary injunction is merely to preserve the relative positions of the parties until a trial on the merits can be held.” University of Texas v. Camenisch, 451 U.S. 390, 395 (1981); accord Lackey v. Stinnie, 604 U.S. 192, 200 (2025). When Hutson first filed for interim relief, a preliminary injunction could (at least in theory) have begun enforcing the agreement, and then a final injunction could have continued enforcing the agreement through the end of its term. But as things stood after the Court heard testimony and the parties filed their briefs, any injunction to enforce the noncompetition agreement would’ve endured, at most, for a few days.

3 Waggener said that he didn’t have the documents Hutson requested—Tellus did. But Tellus declined to produce the documents and Waggener insisted that he, despite his role as CEO, couldn’t make the company do so. Hutson asked a Texas federal court to compel production in November 2025, but the Texas court transferred the motion to this Court in March 2026. See DN 65. At that point, Tellus became a party in this litigation (though not a defendant vis-à-vis Hutson’s claims). Yet even after Magistrate Judge King ordered Tellus to produce the documents, discovery dragged on thanks to allegedly incomplete production and deposition delays. See generally Magistrate Judge’s Discovery Order (DN 72). For this reason, Hutson rested its hopes on a creative theory: that the Court should find Tellus (and by extension Waggener) to blame for the delays and give Hutson “an equitable extension of the noncompete period based on the six months of delay in Hutson’s efforts to have an evidentiary hearing.” TAC ¶ 96. See also Hutson Pre-Hearing Brief (DN 103) at 15–18 (blaming Waggener and Tellus for the delays). Based on the evidence introduced during the hearing, though, Hutson is not entitled to interim equitable relief—whether directly or by extension. Despite gathering ample evidence, Hutson has offered no reason to conclude that Waggener’s continued employment with Tellus threatens Hutson with immediate and irreparable harm. Hutson harbors legitimate but inchoate concerns about Waggener violating his bargain and sharing their business methods with another John Deere dealer. It’s identified no shared customer, territory, or strategy that Waggener’s ongoing work threatens. This doesn’t, of course, limit Hutson’s potential remedies if it ultimately proves its case. But putting Waggener on the sidelines while Hutson litigates would substantially harm him and Tellus without any perceptible countervailing benefit to Hutson. On this record, a preliminary injunction is unjustified. I. PRELIMINARY INJUNCTION “A preliminary injunction is an extraordinary remedy never awarded as of right. In each case, courts must balance the competing claims of injury and must consider the effect on each party of the granting or withholding of the requested relief.” Winter v. N.R.D.C., 555 U.S. 7, 24 (2008) (quotation marks omitted). The remedies and their constraints available as preliminary relief emerge from the tradition of equity practice existing in “the English Court of Chancery at the time of the” American founding. Grupo Mexicano de Desarrollo S.A. v. Alliance Bond Fund, 527 U.S. 308, 318 (1999) (quotation marks omitted). And today, courts weighing whether to grant preliminary injunctions look to four considerations that grew from that long tradition: “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.” Winter, 555 U.S. at 20. Because preliminary injunctions are extraordinary, courts grant them “only if the movant carries his or her burden of proving that the circumstances clearly demand it.” Fetch! Pet Care, Inc. v. Atomic Pawz Inc., 170 F.4th 546, 553 (6th Cir. 2026) (quotation marks omitted). As recently explained by the Sixth Circuit, the analysis of these factors is dynamic: The preliminary injunction factors do not represent a list of prerequisites to be met, and no one factor is controlling. Courts, generally speaking, should engage with all four factors in a sliding-scale inquiry. A strong showing as to one factor may outweigh a weaker showing as to another factor. After weighing the four factors against one another, a court may grant a preliminary injunction only if a plaintiff has made a clear showing that it is entitled to such relief. PCC Airfoils, LLC v. Daugherty, 176 F.4th 509, 513 (6th Cir. 2026) (cleaned up and citations omitted). “Two qualifications exist,” however: If the plaintiff has no likelihood of success on the merits, there is nothing left to balance and the plaintiff’s request for a preliminary injunction must fail regardless of its showing on the other factors. Likewise, a court must reject a plaintiff’s request for a preliminary injunction if it fails to show any risk of irreparable injury.” Id. A. Likelihood of Success on the Merits Waggener all but concedes that he breached the noncompete agreement. He promised, in that agreement, not to do three relevant things: 1. “own, manage, operate, join, control,” or serve “as an officer” of, “any Competing Business.” Agreement at 3. 2. “solici[t] … any Protected Employee” of Hutson. Id. 3. “misappropriate, use or disclose to any third-party any” of Hutson’s “Confidential Information for any reason other than … to perform his job duties.” Id. at 2. Hutson put on credible evidence that Waggener breached each of these covenants, and Waggener made no real effort to prove otherwise. First, Waggener serves as an officer of a competing business. He is now the CEO of Tellus Equipment. Hr’g Tr. at 88:12–17. Before then, he worked for Tellus as a consultant. Deposition of Troy Taylor (DN 108) at 33:13–34:4. And, at least as the agreement defines the term, Tellus is unquestionably a “Competing Business”: any business or enterprise that exists or operates from or in either the United States or Canada … that … engages in any business or enterprise that [Hutson] or any of its Affiliates engage in as shown on [Hutson]’s website,” “engages in any other activities that are otherwise competitive with the respective business of Company or its Affiliates,” “and … engages in any business, enterprise, sales or service that Deere & Co. engage in on its website.” Agreement at 4.4 As demonstrated during the hearing, “Tellus operate[s] in the United States or Canada,” Hr’g Tr. at 75:8–10, and “engages in what John Deere advertises,” just as “every dealership does,” id. at 76:5–10. Sensibly, Waggener’s counsel agreed as much: Tellus is “a competing business as defined in the contract.” Id. at 13:13–13:16. Second, Waggener solicited a protected employee who previously served as COO of Hutson. Brandy Jared worked with Waggener at Hutson, left the company before he did, and then followed Waggener to Tellus at his invitation. See Hr’g Tr. at 88:24–25 (“Jared was Hutson’s former COO”); id. at 89:16–19 (Waggener “reached out to Ms. Jared to provide consulting services” “in May of 2025,” the “same month” he started working for Tellus); id. at 166:22–24 (“Jared came to Tellus’ attention” because Waggener “recommended her”); id. at 88:23–89:4 (Jared emailed Waggener “a proposal to provide certain consulting services to Tellus”); id. at 95:5–9 (“Jared worked for Tellus for months”). As defined by the agreement, Jared was undoubtedly a “Protected Employee”: any employee of Company or any of its Affiliates, or any individual who was employed by Company or any of its Affiliates at any time within a 24 month time period preceding the solicitation, employment, hiring, retention as a consultant, interference with, or attempt to entice away at issue. Agreement at 4. In fact, when Jared started at Tellus, she was herself subject to “an agreement that she would not work for a competitor of Hutson.” Hr’g Tr. at 163:17– 20. Third, Waggener used and disclosed Hutson’s confidential information. He offered Tellus leaders a copy of Hutson’s “long-term incentive plan,” an equity- compensation model the midwestern Deere dealer had used for its high-level employees. Id. at 73:8–14. Tellus never “used” the plan, as far as Waggener knows. Id. at 74:4. And when he shared it, he didn’t “conside[r] it confidential” because he believed it was “obsolete” after changes at Huston. Id. at 100:2–5. But Waggener nevertheless shared it—or at least offered to share it—with Tellus. Id. at 98:3–5, 99:19–100:1. Waggener doesn’t dispute that much (if any) of this occurred, although he does downplay its importance. And he rejects any notion that Tellus hired him in order to get a leg up on Hutson specifically. “Waggener was hired by Hutson and then later Tellus not for technical or proprietary knowledge, but for his leadership and management abilities.” Waggener Pre-Hearing Br. (DN 104) at 8. He took the same

4 Neither side drew any distinction based on the “website” reference in this definition. basic approach to Jared’s hiring and the compensation plan’s disclosure. See also id. at 9 (admitting Jared worked at Tellus but arguing that she “worked on general management principles … and not directly with Waggener”); id. at 3 n.1 (admitting that Waggener kept the compensation-plan documents but denying that he “shared” them with Tellus). Hutson, however, offers little to contradict this “no harm, no foul” view of Waggener’s noncompliance. And that relates directly to Waggener’s main merits argument: the agreement “is facially overbroad and untethered to any actual competitive relationship.” Waggener Pre-Hearing Br. at 10. Therefore, it should not be enforced given that Hutson “ha[s] not identified any protectable interest that Waggener threatens.” Id. at 11. Unfortunately for Waggener, Kentucky law is more of a stickler for contractual compliance. “[C]ovenants not to compete are valid and enforceable” in Kentucky, Kegel v. Tillotson, 297 S.W.3d 908, 911 (Ky. Ct. App. 2009) (citing Ceresia v. Mitchell, 242 S.W.2d 359, 364 (Ky. 1951)), at least so long as “they are reasonable” in “geographical area” and (in some circumstances) “length of time,” Hodges v. Todd, 698 S.W.2d 317, 318 (Ky. Ct. App. 1985) (citing Martin v. Ratliff Furniture Co., 264 S.W.2d 273 (Ky. 1954), and Calhoun v. Everman, 242 S.W.2d 100 (Ky. 1951)). What makes such a covenant “reasonable”? Even though such agreements operate “in restraint of trade,” they are nevertheless “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.” Hammons v. Big Sandy Claims Service, 567 S.W.2d 313, 315 (Ky. Ct. App. 1978). Under this standard, Hutson’s success on the merits is likelier than Waggener lets on—but still far from certain. The agreement is likely geographically overbroad in at least some respects. Hutson’s brick-and-mortar locations span four states; its noncompete agreement spans two countries. Hutson’s southernmost outpost lies hundreds of miles from Texas; Tellus’s physical footprints lies exclusively within Texas. See Hr’g Tr. at 112:7–22 (dealers are forbidden to build physical stores outside their John Deere-assigned areas of responsibility). Is it really reasonable for a Midwestern ag outfit to drive its former employees overseas? On the other hand, some degree of overbreadth hardly means Hutson lacks any commercially legitimate interest in the agreement. Contrary to Waggener’s suggestion, Kentucky courts faced with overbroad agreements generally don’t scrap them entirely. They enforce what’s reasonable, see Ceresia, 242 S.W.2d at 364, and “blue pencil” what isn’t. See Kegel, 297 S.W.2d at 913–14. And it’s not hard to see a reasonable basis for some of Hutson’s restrictions. Hutson, Tellus, and many other Deere dealerships sell equipment and parts online, as well as in stores. See Hr’g Tr. at 190:17–191:3 (Hutson); id. at 120:2–11, 136:17–18 (Tellus). No geographic constraints encumber their e-commerce efforts, id. at 143:15–25, and thus all dealers “compete,” at least in theory, for “online sales”—not just with other Deere dealers but “with any ag dealer,” id. at 145:18–22. In this geographically and product-sensitive market, therefore, a context-specific “reasonableness” is unlikely to map perfectly onto a brightline rule forbidding any and all “competition” by anyone anywhere outside a predetermined midwestern territory. In this case, though, the competition between Hutson and Tellus may only be theoretical. Certainly that’s the clear import of the evidence so far. See below at 9– 10. And that poses a problem for Hutson, because courts assess reasonableness at retail, not wholesale. See, e.g., Hammons, 567 S.W.2d at 315 (courts should consider the “nature of the business” as well as the “situation of the parties and circumstances of the case”). Whether Waggener likely breached at least one enforceable provision of the noncompete agreement, however, isn’t decisive here. Preliminary relief is unwarranted on this record because Hutson didn’t come close to showing irreparable harm. B. Irreparable Harm Hutson’s case for interim relief instead fails at the second prong of the preliminary-injunction test. 1. Hutson shows little, if any, real-world harm. In the abstract, competitive harm and lost consumer goodwill are injuries that courts commonly treat as irreparable. See, e.g., Basicomputer Corp. v. Scott, 973 F.2d 507, 512 (6th Cir. 1992); Certified Restoration Dry Cleaning Network, L.L.C. v. Tenke Corp., 511 F.3d 535, 550 (6th Cir. 2007). The mere possibility of such injuries, however, doesn’t warrant interim relief. Courts’ concern is not only that these injuries are difficult to detect but also that “the damages flowing from such losses are difficult to compute.” Basicomputer, 973 F.2d at 512. Alleging such an injury is therefore insufficient. To win interim relief, a plaintiff must first offer “facts … sufficient to support a finding that [the plaintiff] would suffer competitive injury and loss of consumer goodwill from the defendants’ alleged breach of their covenants.” Id. (emphasis added). Hutson does not. Poaching Jared may indeed have harmed Hutson. But that past event can’t be undone and, for three reasons, bears little on whether Waggener might repeat the harm in the future. One, Jared left Hutson 18 months before Waggener approached her. See Hr’g Tr. at 71:23–25. So although Waggener’s encouragement may have landed Jared at Tellus, it didn’t directly deprive Hutson of her expertise. Two, Hutson hasn’t sued to enforce Jared’s severance agreement (Hr’g Ex. 9, which closely resembles Waggener’s) or otherwise stop her from working with Tellus: she isn’t a party, so her shifting roles are relevant only insofar as they might suggest that Waggener, left to his own devices, might poach future Jareds absent judicial intervention. But that leads to point three: Jared appears to constitute a category of one. Hutson’s current president couldn’t identify “any other risk” of employee- poaching moving forward. Id. at 199:12. Jared is gone, “nothing else has occurred” on the poaching front so far, id. at 199:15, and the record reveals no risk of future poaching that an injunction might prevent.5 Hutson’s case for avoiding irreparable harm is weaker still when it comes to confidential information. The proof reveals but one piece of confidential information in Waggener’s hands after he left the company: Hutson’s compensation plan. Yet Waggener credibly testified that Tellus never used the plan. Hr’g Tr. at 74:4. And that Hutson no longer used it, either. Id. at 72:23–73:3. Beyond that, Hutson’s president testified that company leaders “don’t know what else” Waggener has or might be “using … to give [Tellus] an advantage.” Id. at 198:24–199:2. See also id. at 192:9 (“I don’t know that he has any confidential information”). To be sure, as CEO, Waggener may well have learned “everything of how [Hutson] operated” and “where [Hutson] [was] going.” Id. at 152:3–5. And Hutson understandably “didn’t want that to be used somewhere else.” Id. See also id. at 200:4 (“he knew everything about the business”); Hutson Post-Hearing Br. at 32–33 (“regardless of whether he actually discloses his former employer’s strategies, it is not possible for [Waggener] to lock away his knowledge of its confidential information”) (quoting United HealthCare Servs., Inc. v. Corzine, No. 2:21-cv-319, 2021 WL 961217, at *14 (S.D. Ohio Mar. 15, 2021)). But not everything about the business is confidential, much less useful to another dealer in another market. And at this stage, Hutson bears the burden of demonstrating a likelihood of irreparable harm: yet, tellingly, Hutson’s president could neither identify any specific information that Waggener might have nor explain how he or Tellus could use it to Hutson’s detriment. On the contrary, he testified that it was unlikely that Waggener had any useful confidential information. See id. at 192:12–15 (“Does Josh Waggener

5 Hutson also put on evidence that Waggener poached Hutson employees during a short stint at another firm before he joined Tellus. See Post-Hearing Br. at 30 (summarizing the evidence). But although this might serve as a kind of weak propensity evidence, cf. FED. R. EVID. 404, it doesn’t support a preliminary injunction. Virtually no evidence suggests that Waggener can or will poach more Hutson employees in his role at Tellus. So even if he could or would encourage Hutson employees to head elsewhere, that would be no reason to grant the injunction Hutson seeks—which would only compel Waggener to resign his current position. possess confidential information that he could use to help him compete at Tellus? I doubt it.”). True to that narrative, Waggener testified that he’d never used any Hutson information at Tellus. See id. at 125:22–24 (Waggener testifying that he never “used any of Hutson’s confidential information in [his] current role at Tellus”).6 This leaves Hutson arguing that Waggener’s mere presence at Tellus works a competitive injury. But even if Waggener’s tacit knowledge inevitably strengthens Tellus’s business, this strength-through-osmosis theory still depends on the notion that Hutson and Tellus compete. And the evidence shows otherwise. Even if Waggener’s leadership and Jared’s operational expertise and Hutson’s confidential information did improve Tellus’s business, the record gives precious little reason to think Tellus’s gain means Hutson’s loss if left unenjoined. That’s because—on this record, at least—Hutson and Tellus do not meaningfully compete. Deere dealers mainly sell new equipment, parts, and service from physical stores within the areas of responsibility assigned to them by Deere corporate. Hr’g Tr. at 143:1–3, 104:3–15, 113:1–16 & 130:6–11. Nothing prevents dealers from selling new equipment, parts, and service outside their areas, of course. But a combination of Deere incentives, customer loyalty, market dynamics, and dealer comity leaves little incentive to advertise and sell outside their regions. Id. at 87:25–88:5, 104:13–15, 133:14–16, 129:7–130:3 & 130:16–131:8. So any competition between Hutson and Tellus occurs mainly within the (more geographically indifferent) online market for used equipment. That market, too, is robust. See, e.g., id. at 52:6–13, 143:7–17 & 202:2–13; Taylor Dep. at 22:19–24:2. But out-of-region sales produce only a fraction of Hutson’s overall revenue—about 25% in the last five years. Hutson Sales Summary Spreadsheet (DN 112-1) at 2; Hutson Posthearing Br. at 5–6. And Hutson’s Texas sales are even fewer. See Spreadsheet at 2 (about 0.5% of total sales in 2026 to date, 0.5% of total sales in 2025, 0.3% in 2024, 0.4% in 2023, 0.7% in 2022, and 0.5% in 2021). That’s not just a function of distance and familiarity, either: Texas and Midwest customers grow different crops and demand different equipment, leading dealers centered in each region to “focus … on different products.” Hr’g Tr. at 131:23–24. Even including online sales, the Venn diagram includes very little overlap. Within that intersection, nothing suggests Tellus has actually hurt Hutson’s business since Waggener arrived. Hutson’s Texas revenue has fluctuated over time, but the trend line runs in the wrong direction for Hutson: Texas sales fell (as a proportion of revenue) in Waggener’s last two years at Hutson and bounced back from

6 For this reason, it makes no difference that Waggener’s confidentiality obligation has no time limit. Without any evidence that Waggener has confidential information, much less any way to use it, Hutson hasn’t justified interim relief on that basis. a nadir after he left in 2024. See above at 9 (citing Spreadsheet at 2).7 If anything, the evidence shows that Tellus is a source of Texas revenue for Hutson: Some of Hutson’s bigger individual sales within the state have been to its ostensible foe. These “dealer-to-dealer transactions”—whereby “Hutson help[ed] Tellus to meet its customer demands”—suggest a relationship of cooperation more than competition. Hr’g Tr. at 119:6–120:1.8 Hutson’s best (and only) contrary evidence is that one former Hutson customer later bought equipment from Tellus. But this “[w]asn’t that big of a sale,” according to Bruce Hahn. Id. at 199:24–200:1. It should go without saying that a single sale, apparently unconnected to Waggener’s transition, is no reason to find irreparable harm and enter an injunction. Waggener testified credibly that he never “solicited” or “contacted” “any customers of Hutson” since he started with Tellus. Id. at 113:21– 25. And Hutson’s evidence on this score is less than compelling in any event: Hutson’s president noticed that the spreadsheet Hutson submitted contained inaccurate delivery addresses and testified that he didn’t know whether “any single one” of the transactions attributed to Texas buyers “actually occur[red] within the state of Texas.” Id. at 190:13–16. Of course, sometimes “business … comes in.” Id. at 114:7. But dealers have little incentive to “solicit business” “outside of the [area of responsibility]” through direct customer contact, as opposed to online postings. Id. at 114:5–10. Even if Hutson lost one customer to Tellus, then, the Court cannot infer that Waggener’s to blame. 2. A preliminary injunction wouldn’t do Hutson much good. Even assuming Hutson risked injury thanks to Waggener’s work with Tellus, a preliminary injunction would do little to help. The purpose of a preliminary injunction, as noted above, “is preserving the status quo as a means of safeguarding the efficacy of the court’s remedial options.” Bray, The Purpose of the Preliminary Injunction, 78 VAND. L. REV. 809, 845 (2025) (emphasis omitted); accord United Food & Commercial Workers Union, Loc. 1099 v.

7 See also Spreadsheet at 3 (equipment sales: $3,674,000 in 2021, $8,399,000 in 2022, $4,769,000 in 2023, $3,698,000 in 2024, and $3,275,000 in 2025); id. at 5 (parts sales: $27,000 in 2021, $35,000 in 2022, $71,000 in 2023, $216,000 in 2024, and $224,000 in 2025); id. at 7 (service sales: $6,000 in 2021, $9,000 in 2022, $33,000 in 2023, $59,000 in 2024, and $382,000 in 2025). 8 Hutson and Tellus could, of course, compete in other regions too. Tellus, like Hutson, sells outside its area of responsibility. But no evidence adduced at this preliminary stage documents the location or amount of those sales. And the Court cannot premise preliminary relief on the mere possibility of Tellus making inroads on Hutson’s business outside both dealers’ regions. Southwest Ohio Regional Transit Authority, 163 F.3d 341 (6th Cir. 1998). See also 11A WRIGHT & MILLER § 2947 (3d ed., April 2026 update) (preliminary injunctions should “preserve the court’s power to render a meaningful decision after a trial on the merits”). Of course, “difficulties emerge when trying to define the status quo.” Labrador v. Poe ex rel. Poe, 144 S. Ct. 921, 930 (2024) (Kavanaugh, J., concurring) (“There is no good blanket answer to the question of what the status quo is.”). “[S]ometimes,” to preserve its remedial options, a court must “require a party who has recently disturbed the status quo to reverse its actions.” O Centro Espirita Beneficiente Uniao Do Vegetal v. Ashcroft, 389 F.3d 973, 1013 (10th Cir. 2004) (McConnell, J., concurring). But in defining the status quo—whether ante or post— and deciding whether to enjoin defendants during litigation, courts “as[k] whether [they] need to act now … to preserve [their] ability to act in the future (e.g., preventing significant, incommensurable harm with a final injunction).” Bray at 824. See also id. at 825 (“The preliminary injunction protects the possibility of the final injunction”). In this case, a hypothetical status quo might place Waggener either on garden leave or leading Tellus. Yet there is precious little possibility of a final injunction ordering either. That’s because Hutson’s noncompete agreement expired on July 14— 20 days after the preliminary-injunction hearing and one week after the parties’ agreed briefing schedule concluded. So absent aggressive contractual rewriting of the sort discounted below, see § II, a preliminary order sidelining Waggener is unlikely to preserve or protect any final injunctive relief that this Court might offer. Cf. Brown v. Yost, 122 F.4th 597, 602 (6th Cir. 2024) (en banc) (“[Plaintiff] has passed the use- by date of her interim request for relief.”). And even the “equitable extension” Hutson seeks would run for only six months—likely too little time to finally adjudicate the merits, even on a compressed timetable. So the injunction would in no meaningful way preserve the status quo or the availability of a likely remedy until the conclusion of litigation. As to the latter possibility, it’s hard to see how an interim remedy would protect Hutson’s ability to seek a final remedy. Preliminary equitable relief usually focuses on the prevention of imminent harm: the defendant threatens to cut down “valuable or ornamental trees,” for instance, and an eventual permanent injunction would be meaningful only if a preliminary injunction keeps them standing. Bray at 846. Hutson’s case is not that case. On its evidence, the trees have already been cut. Hutson cannot point to any likely future harm that Waggener’s continued employment at Tellus might cause: it doesn’t see “any other risk” of employee poaching, it can’t point to any significant competition, and it “doubt[s]” that Waggener has any confidential information to use. And Hutson identifies no harm already done that an injunction might reverse. How could it? Sidelining Waggener now wouldn’t restore Brandy Jared’s place at Hutson, erase Tellus leaders’ memories of whatever information they learned from Waggener, or galvanize Texas sales. That’s not to say Hutson lacks any remedy for these wrongs (if wrongs they were). But this does not appear to be a case where, without a preliminary injunction, “a favorable final judgment might well be useless.” Doran v. Salem Inn, 422 U.S. 922, 932 (1975). Hutson might never be able to show that Waggener’s work with Tellus harms Hutson day by day—certainly not the “clear showing” that precedent requires in this interim posture, see PCC Airfoils, 176 F.4th at 513 (quoting Winter, 555 U.S. at 22). Hutson’s noncompete right was always time limited, after all, however this litigation unfolded. And Hutson’s lawsuit—first premised on misfeasance while Waggener worked there—began before the company even discovered the alleged breach. With or without a preliminary injunction, Hutson will have ample opportunity to argue that Waggener owes compensation, for breach of contract or anything else. 3. Hutson’s counterarguments are unavailing. Hutson resists this conclusion principally by suggesting that any actual or threatened use of confidential information is an irreparable injury. Post-Hearing Br. at 30 (citing Stryker Corp. v. Bruty, 2013 WL 1962391, at *7 (W.D. Mich. May 10, 2013)). That statement may be true in the context of other states’ trade-secrets law. See Stryker Corp., 2013 WL 1962391, at *7 (citing Mich. Comp. L. § 445.1902). But Hutson offers no authority for an analogous trade-secrets or noncompete proposition in Kentucky law—and none is apparent to the Court. Kentucky courts considering former employees’ duties of confidentiality instead seem to assume that only “use” is forbidden. See, e.g., Insight Kentucky Partners II, L.P. v. Preferred Auto. Servs., Inc., 514 S.W.3d 537, 550–51 (Ky. Ct. App. 2016). The same appears to be true in the trade-secrets context, for that matter. See, e.g., Alph C. Kaufman, Inc. v. Cornerstone Indus. Corp., 540 S.W.3d 803, 819 (Ky. Ct. App. 2017) (misappropriation satisfied by “use,” as well as improper disclosure or improper acquisition). More importantly, equity focuses not just on legal harm but factual harm. See, e.g., Weinberger v. Romero-Barcelo, 456 U.S. 305, 313 (1982) (“a federal judge sitting as chancellor is not mechanically obligated to grant an injunction for every violation of law.”). So even if threatened use invaded Hutson’s legal interests, it’s not the kind of real-world injury that warrants equitable relief. Hutson next argues that competitive harm or loss of consumer goodwill would necessarily constitute irreparable injury. See Post-Hearing Br. at 34 (“Hutson can never be fully compensated with money damages for the loss of fair competition it suffers by Waggener’s use of Hutson’s confidential information to improve a competitor of Hutson”). As explained, though, these premises contradict the evidence: Hutson has not suffered a competitive injury (at least not one sufficient to warrant a preliminary injunction) because Hutson and Tellus barely compete. C. Balance of the Equities and the Public Interest Waggener, in contrast, does face serious potential injury. The balance-of-the- equities factor concerns, among other things, the burdens a preliminary injunction would place upon the defendant. FirstEnergy Solutions Corp. v. Flerick, 521 F. App’x 521, 529 (6th Cir. 2013). And here, “a preliminary injunction would inflict even greater irreparable injury on the defendant.” Bray at 826. Waggener would have to resign his employment with no guarantee that he could resume his work at the injunction’s end. In the usual case, of course, that burden would be no reason for denying an injunction. Equity wouldn’t flinch before burdening Waggener with unemployment (at a competitor) because that’s precisely what he bargained for. He was “well-aware of the risks associated with” joining Tellus during the Hutson noncompete period, and “the ‘public interest is always served in the enforcement of valid restrictive covenants contained in lawful contracts.’” Handel’s Enterprises, Inc. v. Schulenburg, 765 F. App’x 117, 125 (6th Cir. 2019) (quoting Flerick, 521 F. App’x at 529). But in this case, there’s nothing on the other side of the scale. Without a reason to think preliminary relief would benefit Hutson, the likely burden to Waggener is one more reason for the Court to stay its hand. II. EQUITABLE EXTENSION Given the July 14 deadline and discovery delays, Hutson’s hopes hang on the prospect of what it calls an “equitable extension” of the noncompete’s two-year term. Post-Hearing Br. at 39. Recognizing the novelty of such a remedy, Hutson bases its request not only on Waggener’s likely breach, but also on enforcement delays that Hutson attributes to Waggener’s bad-faith litigation conduct. Id. at 38. Winter’s familiar preliminary-injunction factors circumscribe Hutson’s request for an unorthodox “equitable extension,” Post-Hearing Br. at 39; TAC ¶ 96, just as much (if not more) than they do its request for traditional noncompete enforcement. Hutson “must establish that [it] is likely to succeed on the merits, that [it] is likely to suffer irreparable harm in the absence of preliminary relief, that the balance of equities tips in [its] favor, and that an injunction is in the public interest.” Winter, 555 U.S. at 20. Even assuming this novel form of relief is sometimes appropriate, however, Hutson hasn’t made a sufficient showing that it’s available here. And in any event, the same irreparable-harm problems discussed above scuttle Hutson’s request for this form of temporary equitable relief, too. See above at 7–12. Although this theory of relief isn’t necessarily foreclosed should Hutson earn a final merits judgment, it’s currently too doubtful to earn a temporary injunction. A. Likelihood of Success on the Merits Hutson’s case for equitably extending the contract’s temporary noncompete duty raises several distinct concerns—as the Court repeatedly noted during hearings and invited Hutson to address through briefing and evidence. See DNs 106 & 113. After considering Hutson’s and Waggener’s responses, the Court concludes that these problems seriously reduce Hutson’s likelihood of success on the merits. First, on Hutson’s telling, the equitable-extension remedy it seeks is not a remedy for mere breach of contract; Hutson instead asks the Court to take that step thanks to Waggener’s alleged “dilatory tactics” during discovery. Post-Hearing Br. at 38. Hutson concedes it hasn’t found much if any precedent right on point. Indeed, Hutson admits that Kentucky courts have never “applied this equitable doctrine in the context of extending the duration of a non-compete.” Pre-Hearing Br. at 19. In a dispute governed by Kentucky contract law, this is a problem. The only decision the parties have surfaced on this score is oblique and unhelpful. Choate v. Koorsen Protective Services, Inc., appears to suggest that, under Kentucky law, rights arising from contracts typically expire with those contracts. 929 S.W.2d 184, 184 (Ky. 1996). There the court denied a noncompete claim as moot once the contract expired— despite frustration in enforcement thanks to procedural delays. Hutson cites no Kentucky decision suggesting that gamesmanship or foot-dragging of the kind it imputes to Waggener creates a substantive entitlement to the benefit of an expired bargain. Hutson quickly rejoins that other states’ courts have adjusted contractual rights in response to litigation misconduct. See Pre-Hearing Br. at 19–20 (collecting cases, e.g., Corzine, 2021 WL 961217, at *18 (Delaware law); JTH Tax, Inc. v. Magnotte, 2020 WL 4284056, at *4 (E.D. Mich. July 27, 2020) (Virginia law)). But even assuming that those decisions squarely applied and shed light on Kentucky common law that would apply in this Court under Erie, cf. Grantham & Mann, Inc. v. American Safety Products, Inc., 831 F.2d 596, 608 (6th Cir. 1987), the principle that Hutson urges hardly resembles a settled consensus among the states. See, e.g., Moraine Industrial Supply v. Sterling Rubber Products, 891 F.2d 133, 135 (6th Cir. 1989) (“a substantial majority of courts have declined to grant an injunction to enforce an agreement by a former employee not to compete after the period during which the employee agreed not to compete” (quotation marks omitted) (collecting cases). See also 2 CALLMANN ON UNFAIR COMPETITION § 16:23 (4th ed., supp. Aug. 2026) (“Jurisdictions disagree regarding whether,” and for what reasons, “the duration of the injunction may extend past the termination date specified in the covenant itself”). And of course, “[f]ederal courts … should be extremely cautious about adopting substantive innovation in state law,” particularly when an innovation would “greatly expan[d] liability.” Combs v. International Insurance Co., 354 F.3d 568, 577–78 (6th Cir. 2004) (quotation marks omitted). Without any reason to think Kentucky courts would recognize this hybrid theory—part breach of contract and part unclean hands—this Court hesitates to take that step. Second, even assuming an equitable extension may be an appropriate response to unclean hands that delay enforcement, Hutson has not shown that Waggener—as opposed to Tellus—is to blame. As Hutson observes, it was mostly “Tellus’s delay in producing relevant documents” that stalled the evidentiary hearing. Post-Hearing Br. at 39. True, Waggener arguably gave less-than-complete answers to discovery requests. See id. at 38; Hr’g Tr. at 8–9. And as Tellus’s CEO, Waggener presumably exercises some control over its litigation tactics. But nothing (at this stage) indicates that Waggener in fact controlled Tellus’s actions in a manner rendering him responsible for its conduct, much less that he exercised that control in bad faith. Waggener testified, with little if any contradiction, that he “begged” Tellus “not to” “run out the clock” during discovery. Hr’g Tr. at 127:13–15. And Hutson’s counsel repeatedly declined the Court’s offers to hold an evidentiary hearing before Tellus produced responsive documents, reasoning that it would be difficult to depose Waggener and other key witnesses armed only with interrogatory answers. How much blame Waggener ultimately deserves remains unclear based on the scant evidence now available on that score. At this stage, it suffices to say that even on Hutson’s own unclean-hands theory, its likelihood of success in demonstrating dilatory misbehavior by Waggener remains speculative. Third, even assuming Hutson could establish and prove up an unclean-hands claim under Kentucky law, is an interim equitable contractual extension available under federal remedial law? Just as federal judges sitting in equity cannot “create substantive rights denied by State law,” they cannot create remedies outside “the traditional scope of equity as historically evolved in the English Court of Chancery.” Guaranty Trust Co. v. York, 326 U.S. 99, 105 (1945). See also Grupo Mexicano, 527 U.S. at 319 (“We must ask, therefore, whether the relief respondents requested here was traditionally accorded by courts of equity”); Trump v. CASA, Inc., 606 U.S. 831, 841 (2025) (same). Even though equity is flexible, see Post-Hearing Br. at 36–38 (collecting cases recognizing the power to fashion remedies tailored to the equities of each case), it’s not limitless. And Hutson offers few precedents for the particular remedy it seeks here—not specific performance of a breached contract, but interim modification and enforcement of a key term of that contract under pain of contempt. Did courts of equity historically redress misconduct by extending or even resurrecting expired contracts? And did they do so to preserve the status quo in interim orders? Cf. Grupo Mexicano, 527 U.S. at 327–28 (holding that asset-freezing preliminary injunctions lie beyond the “equitable powers o[f] the federal courts” even though final orders sometimes incorporate like remedies). Hutson does not say. Despite a post- hearing order requesting additional briefing, it offers only a trio of modern decisions that do not engage the barriers to novel equitable relief in federal court. These decisions, moreover, afford shaky support on their own terms. Two, from the Fifth and Ninth Circuits, looked to state rather than federal remedial law—and offered little reasoning to boot. But the remedies question in this case arises from federal law. See Southern Milk Sales, Inc. v. Martin, 924 F.2d 98, 102 (6th Cir. 1991) (“federal law … controls” the “procedural” question of “the appropriateness of granting a preliminary injunction”).9 The Fifth Circuit in Guy Carpenter & Co. v. Provenzale treated the remedial question as a matter of “Texas law” and briefly hypothesized that “the district court” could “craft an injunction that extends beyond the expiration of [a] non-solicitation covenant.” 334 F.3d 459, 464 (2003). So did the Ninth Circuit in Ocean Beauty Seafoods v. Pacific Seafood Group Acquisition Co. It simply stated that a former “employee should not … be allowed to avoid the [agreement] altogether through dilatory tactics” and thus “infer[red] … that Oregon law” would allow an extension. 648 F. App’x 709, 712 (2016). The third, from the Second Circuit, insisted that “strong and substantial restrictions” on “the defendants’ publicity campaign” “were required to protect the plaintiff” from continued conflation with the similarly named defendant. Levitt Corp. v. Levitt, 593 F.2d 463, 467, 469–70 (1979). The court of appeals held that the trial judge couldn’t “cure the harm suffered by the plaintiff” “[w]ithout” the “authority” to “exten[d] or excee[d] the terms of a prior agreement between the parties.” Id. (quotation marks omitted). That decision addressed a combination of trademark and contractual issues distinct from those at stake in this noncompete dispute. And Hutson’s reliance on the Second Circuit’s decision assumes (improperly) that all rights always carry a remedy—and indeed that all legal rights carry an equitable remedy. “[T]he Judiciary does not have unbridled authority to enforce” every “obligation,” and “sometimes the law prohibits the Judiciary from doing so.” CASA, 606 U.S. 858 (citing Marbury v. Madison, 1 Cranch 137 (1803)). Alone or together, these problems may not scuttle Hutson’s case for equitable relief. The Court needn’t decide now. In this posture, however, success on the merits seems unlikely. Because Hutson neither cites persuasive precedent for its unusual approach nor answers the difficult questions posed during the evidentiary hearing and elaborated here, the merits problems alone counsel against interim relief.

9 The Sixth Circuit has considered the availability of equitable extension as a matter of state substantive law. See, e.g., Perceptron v. Sensor Adaptive Machines, 221 F.3d 913, 921– 22 (2000) (Michigan law); Basicomputer, 973 F.3d at 513–14 (Ohio law); Hodges v. Schlinkert Sports Associates, 89 F.3d 310, 312 (1996) (Alabama law). But the Court of Appeals has apparently not considered the question as a matter of federal remedial law under Grupo Mexicano. B. Irreparable Injury In any event, Hutson’s likelihood-of-success problems are not its biggest. Like its contract-enforcement theory, Hutson’s extension theory would support interim equitable relief only if Hutson could show irreparable harm. Yet for largely the same reasons discussed above, Hutson does not make this important and often dispositive showing. It offers no solid evidence that the injunction it seeks—before or after the end of the noncompete—would in fact forestall any irreparable or even likely commercial injury. See above at 7–12. On this record, even the prospect of extension doesn’t justify a preliminary injunction. First, the harm is speculative: Hutson has shown very little past harm stemming from Waggener’s alleged breaches, and it’s shown virtually no chance of future harm. Nothing suggests that, as the days pass, Hutson faces the risk of losing a customer, an employee, or confidential information about its business strategy. Second, it’s unclear that an injunction would meaningfully redress such harms in any event. Enjoining Waggener now might buy Hutson six months’ peace of mind, but that protection would almost certainly lapse long before judgment. And last, even if these problems were surmountable, Hutson’s comparatively longer odds on the merits (given an extension theory) demand a stronger showing of irreparable injury—which only confirms that an injunction is inappropriate here. See PCC Airfoils, 176 F.4th at 513 (conducting a “sliding-scale inquiry”). C. Balance of the Equities and the Public Interest This late in the day, meanwhile, the equities implicated by a potential interim injunction favor Waggener. Subjecting him to the burdens of garden leave might be unobjectionable during the period he bargained for. But when the parties’ minds met, they all expected Waggener back in business after two years. Turning back the clock now would force Waggener away from his work and impair Tellus—even though both thought the limitation would lapse at two years. This is not, therefore, the ordinary case—where equity would fairly, if temporarily, enforce an arrangement that the parties chose. Nor is it a case where the disruptive effect of a six-month timeout would ward off an even more disruptive change or counterbalance such an effect with a significant countervailing benefit. See, e.g., Madsen v. Women’s Health Center, 512 U.S. 753, 765 (1994); Hills v. Gautreaux, 425 U.S. 284, 293–94 (1976); Friends of the Earth, Inc. v. Laidlaw Environmental Services, 528 U.S. 167, 192–92 (2000). See also Delaware State Sportmen’s Ass’n v. Delaware Dep’t of Safety & Homeland Security, 108 F.4th 194, 200 (3d Cir. 2024) (Bibas, J.) (“Injunctions themselves can inflict harm. Thus, a court should not grant an injunction unless the plaintiff’s right is clear, his impending injury is great, and only an injunction can avert that injury.”). Hutson’s desire to see its bargain specifically enforced is easy to understand. But the practical protection of the short-term relief Hutson requests would be paltry on Hutson’s own telling: benching its former employee for six months more than two years after he left town. And an important aspect of this Court’s role—in this preliminary and equitable position—is to minimize rather than maximize disruption while litigation continues. Although Waggener concededly had no right to do much of what he’s done since departing, that doesn’t automatically mean that the remedy is temporarily turning back the clock. ORDER The Court denies Hutson’s requests for interim relief. !°

Ve | Tons Benjamin Beaton, District Judge United States District Court August 27, 2026

10 In denying Hutson’s requests for interim relief, the Court does not adjudicate Hutson’s request that “the Court make an equitable award in an amount commensurate with the Release payments made to Waggener” in consideration of “his continued adherence to the terms of the Non-Compete.” Post-Hearing Br. at 39. This claim, along with Hutson’s other claims for monetary relief, is more appropriate for resolution in a final—not interlocutory— order. 18