Ramsey v. Sheet Pile LLC

District Court, W.D. Texas·Decided September 1, 2022·No. 1:21-cv-00331·Unknown

Opinion

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF TEXAS AUSTIN DIVISION

DOUGLAS RAMSEY, § Plaintiff § § v. § No. A-21-CV-00331-LY § SHEET PILE, LLC, § Defendant §

REPORT AND RECOMMENDATION OF THE UNITED STATES MAGISTRATE JUDGE

TO: THE HONORABLE LEE YEAKEL UNITED STATES DISTRICT JUDGE

Before the Court is Defendant Sheet Pile LLC’s Application for Preliminary Injunction, Dkt. 56, and all related pleadings. The district court referred this matter to the undersigned for report and recommendation. The undersigned held an evidentiary hearing on August 31, 2022. Douglas Ramsey and Roberto Wendt testified at the hearing. I. BACKGROUND This case was originally brought by Douglas Ramsey, who was employed as the Chief Financial Officer for various companies owned by Roberto Redondo Wendt from January 2013 to December 2019. Dkt. 46. These companies included Sheet Pile LLC, Pilepro Steel LP, PilePro LLC, and iSheetPile, LLC. On August 21, 2019, the parties memorialized their relationship in an Employment Agreement. Dkt, 56-2, at 6-9. In late December 2019, Ramsey personally loaned Sheet Pile, LLC $100,000, to meet a payment deadline with the Federal Bankruptcy Court. Dkt 46, at 2. They entered into a Promissory Note and Security Agreement with a maturity date listed as December 21, 2020. Dkts. 46-2, 46-3. Ramsey asserts that in their oral communications, they agreed the maturity date was December 21, 2019, which was

acknowledged by Wendt and his attorney, but in the hurry to draft the documents, the date in the Note signed by the parties was incorrect. Dkt. 46, at 3. In December 2019, instead of paying back Ramsey, Sheet Pile terminated him, eliminated his access to emails, and ceased communicating with him. Id. Ramsey sought to enforce the Employment Agreement entitling him to a $44,000 bonus, on December 18, 2019. Dkt. 46-1. Ramsey asserts the bonus was never paid along with $5000 in salary that was owed him upon his termination. Dkt. 46, at

3. On January 8, 2021, Ramsey sent a demand letter to Sheet Pile demanding payment of the loan and various collateral secured by the Security Agreement, which Sheet Pile also allegedly defaulted on. Dkt. 46-7. Ramsey alleges Sheet Pile disposed of the collateral in contravention of the Security Agreement. Dkt. 46, at 5. Ramsey asserts that Wendt has a history of taking action to thwart creditors’ rights. Id.

In this suit, he asserts claims of: (1) breach of employment agreement; (2) breach of promissory note and security agreement contract; and (3) fraud. Sheet Pile alleges counterclaims against Ramsey based upon the Employment Agreement entered into in August 2019. Dkt. 65. Sheet Pile alleges it terminated Ramsey for cause, and that after Ramsey left, it discovered financial improprieties with its books, including: (1) writing checks to himself and to companies controlled by Ramsey; (2) paying himself $10,000 a month for all of 2019, when his Employment Agreement only allowed him that amount going forward from August; (3) colluding with another employee, Norman Buitta, to siphon tens of thousands of dollars from

Sheet Pile, through inventory transactions; and (4) colluding with employee Achim Wunsch to divert hundreds of thousands in funds and customers from Sheet Pile. Id., at 7-10. Sheet Pile also asserts that Ramsey was negligent with transferring company files, causing them to be lost, and forged Wendt’s signature, along with other improprieties. Id., at 10. On June 27, 2022, Ramsey was deposed, and testified about his post- employment work with Sheet Pile competitor SteelWall. Id., at 11. Based on this

testimony, asserting it learned for the first time of additional damages caused by Ramsey, Sheet Pile filed its Amended Answer alleging: (1) breach of the noncompete and non-solicitation provisions of the Employment Agreement; (2) fraud/fraudulent inducement; (3) breach of fiduciary duty; (4) unjust enrichment/money had and received; (5) tortious interference with existing and prospective contracts; (6) knowing participation in tortious interference; (7) negligence and negligent

misrepresentation; (8) violation of the Texas Uniform Trade Secret Act; (8) and violation of the Defense of Trade Secrets Act. Id., at 12-20. Sheet Pile then requested the preliminary injunction now before the undersigned. Sheet Pile requests an injunction based upon its: (1) TUTSA claim; (2) DTSA claim; and (3) breach of contract claim. Dkt. 56. II. ANALYSIS For a court to issue a preliminary injunction, the moving party must establish by a preponderance of the evidence that: “(1) it is substantially likely to succeed on

the merits of its claim; (2) it will suffer irreparable injury in the absence of injunctive relief; (3) the balance of the equities tips in its favor; and (4) the public interest is served by the injunction.” Sahara Health Care, Inc. v. Azar, 975 F.3d 523, 528 (5th Cir. 2020) (emphasis added). Because “[a] preliminary injunction is an ‘extraordinary remedy,’” Texans for Free Enterprise v. Texas Ethics Commission, 732 F.3d 535, 536 (5th Cir. 2013), a preliminary injunction “should not be granted unless the party seeking it has ‘clearly carried the burden of persuasion’ on all four requirements.”

Bluefield Water Ass’n, Inc. v. City of Starkville, 577 F.3d 250, 253 (5th Cir. 2009). A. Likelihood of Success on the Merits Sheet Pile’s request for injunctive relief is based upon the relevant Employment Agreement. The “Non-Competition/Disclosure” portion of the Employment Agreement provides as follows: (1) It is further acknowledged and agreed that following termination of the Employee’s employment with Employer for any reason, Employee shall not hire or attempt to hire any current employees of Employer or any companies controlled, managed, owned, or affiliated with Employer at the time of termination for a period of 2 years.

(2) It is further acknowledged and agreed that for a period of 2 years following termination of the Employee’s employment with Employer for any reason the employee shall not solicit business from current clients or clients who have retained Employer or any companies controlled, managed, owned, or affiliated with Employer at the time of termination [sic] the 6 month period immediately preceding Employee’s termination. (3) Employee agrees that he is being provided with highly confidential, trade secret, and proprietary information from Employer and that access to such confidential, trade secret, and proprietary information would not be provided without this non-competition agreement. In addition, employee agrees that he could not do his job without access to this confidential, trade secret, and proprietary information.

(4) Employee agrees that a violation of any of these noncompetition provisions would result in immediate and irreparable harm to which monetary compensation would not provide adequate relief. Employee further agrees that injunctive relief would be appropriate for any violation of any of these noncompetition provisions.

(5) Employee agrees to notify Kevin Terrazas … if Employee receives any job offer or if anyone attempts to communicate with him about Roberto Wendt, iSheetPile LLC, Sheetpile LLC, PilePro GmBH, PilePro LLC, or Solid LLC outside of contact involving normal business operations.

(6) Employee agrees that while he is employed he will not accept employment from another company in the same industry or business as Employer that is not controlled, managed, owned or affiliated with Employer without written approval of Roberto Wendt.

Dkt. 56-2, at 6-8.

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