1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 7 THANH SON TRAN, et al., Case No. 5:25-cv-10326-BLF
8 Plaintiffs, ORDER GRANTING APPLICATION 9 v. FOR TEMPORARY RESTRAINING ORDER; ORDER TO SHOW CAUSE 10 MINH DUC PHAM, et al., WHY A PRELIMINARY INJUNCTION SHOULD NOT BE GRANTED 11 Defendants.
12 13 Before the Court is Plaintiff Thanh Son Tran’s noticed application for a temporary 14 restraining order (“TRO”). ECF No. 13 (“App.”). Defendant Minh Duc Pham opposes the 15 motion. ECF No. 22 (“Opp.”). The Court heard oral arguments on December 12, 2025, and 16 ordered Mr. Tran to file a revised proposed TRO by December 17, 2025. ECF No. 24. Mr. Tran 17 filed a proposed TRO, explaining that “[t]he language in this proposed order was negotiated by the 18 parties’ counsel for over 2 hours” and noting where the Parties disagreed in bold. ECF No. 26 19 (“Proposed TRO”) at 2. 20 The Court GRANTS the application, as limited by the Proposed TRO. 21 I. BACKGROUND 22 The Court accepts the following facts from Mr. Tran’s declaration, ECF No. 13-2 (“Tran 23 Decl.”), as true for the purpose of adjudicating the TRO application. Mr. Tran and Mr. Pham co- 24 founded One Amo, Inc. (“Amo”) in October 2020, with Mr. Tran owning 42.5% of the shares and 25 Mr. Pham owning 57.5% of the shares. Id. ¶¶ 1 10. Amo is a company in the business of 26 developing artificial intelligence software to assist in the evaluation of mortgage loans. Id. ¶ 5. 27 On March 3, 2021, Mr. Tran and Mr. Pham signed identical “Founder Invention and Non- 1 proprietary information without authorization. Id. ¶ 11. 2 Apart from Amo, Mr. Pham also wholly owns Wonder Rates, Inc. (“Wonder Rates”), a 3 mortgage broker in Northern California. Tran Decl. ¶ 3; see also ECF No. 22-1 (“Pham Decl.”) 4 ¶ 1. Prior to founding Amo with Mr. Pham, Mr. Tran had also developed “BiFrost,” which he 5 describes as “a proprietary backend framework designed to allow startups to launch high-scale 6 platforms quickly without having to rebuild core infrastructure from scratch.” Tran Decl. ¶ 12. In 7 his capacity at Amo as Chief Technology Officer, Mr. Tran recruited and trained an engineering 8 team to develop Amo’s platform using BiFrost. Id. ¶ 16. Using BiFrost as a backbone, Mr. Tran 9 architected and led development of certain of Amo’s core modules, including a loan processing 10 module, rate engine module, and interest-rate optimization module. Id. ¶ 19. Mr. Tran avers that 11 this “combination of BiFrost and these modules constitutes Amo’s core proprietary technology 12 and trade secrets” (the “Amo Information”). Id. 20. 13 After Amo’s platform became functional, Wonder Rates became a customer of Amo and 14 “began using Amo as its loan-processing system . . . at free or nominal cost.” Id. ¶¶ 22–23. On 15 July 23, 2021, “without notifying [Mr. Tran], Mr. Pham registered the fictitious business name 16 ‘AMO Mortgage/AMO Wonder Rates,’ suggesting to the public that ‘Amo’ was merely a business 17 name on Wonder Rates rather than a separate company.” Id. ¶ 15. As time went on, the business 18 relationship between Mr. Tran and Mr. Pham deteriorated, in part due to Mr. Pham’s perception 19 that Mr. Tran was failing to meet his capital obligations to fund Amo’s operations. Id. ¶¶ 26–28; 20 see also Pham Decl. ¶¶ 15–16. In May 2024, Mr. Pham told Mr. Tran that Amo was out of money 21 and would be shut down. Tran Decl. ¶ 27. Unbeknownst to Mr. Tran, Mr. Pham continued to 22 operate Amo and began working on “secretly . . . cloning Amo’s technology into a separate 23 Wonder Rates-owned system.” Id. ¶ 28. 24 In early 2025, several individuals contacted Mr. Tran and advised him that Mr. Pham was 25 cloning Amo’s software and migrating features and data into a Wonder Rates platform. The 26 Parties met on December 1, 2025, to address Mr. Tran’s concerns: “During that meeting, 27 [Mr. Pham] admitted that he had cloned Amo’s platform; that the cloning necessarily included 1 provided [Mr. Pham] with a courtesy copy of the complaint immediately after this discussion.” Id. 2 ¶ 30. Mr. Tran alleges that 85–90% of Wonder Rates’ new platform is directly derived from the 3 BiFrost and Amo code. Id. ¶ 31. 4 II. LEGAL STANDARD 5 Courts use the same standard for issuing a temporary restraining order as that for issuing a 6 preliminary injunction. See Washington v. Trump, 847 F.3d 1151, 1159 n.3 (9th Cir. 2017) 7 (“[T]he legal standards applicable to TROs and preliminary injunctions are ‘substantially 8 identical.’” (quoting Stuhlbarg Int’l Sales Co. v. John D. Brush & Co., 240 F.3d 832, 839 n.7 9 (9th Cir. 2001)). An injunction is a matter of equitable discretion and is “an extraordinary remedy 10 that may only be awarded upon a clear showing that the plaintiff is entitled to such relief.” Winter 11 v. Natural Resources Defense Council, Inc., 555 U.S. 7, 22 (2008). A plaintiff seeking 12 preliminary injunctive relief must establish “[1] that he is likely to succeed on the merits, [2] that 13 he is likely to suffer irreparable harm in the absence of preliminary relief, [3] that the balance of 14 equities tips in his favor, and [4] that an injunction is in the public interest.” Id. at 20. 15 “[I]f a plaintiff can only show that there are ‘serious questions going to the merits’—a 16 lesser showing than likelihood of success on the merits—then a preliminary injunction may still 17 issue if the ‘balance of hardships tips sharply in the plaintiff's favor,’ and the other two Winter 18 factors are satisfied.” Friends of the Wild Swan v. Weber, 767 F.3d 936, 942 (9th Cir. 2014) 19 (alteration in original) (quoting Shell Offshore, Inc. v. Greenpeace, Inc., 709 F.3d 1281, 1291 20 (9th Cir. 2013)). 21 III. DISCUSSION 22 Mr. Tran filed an application for a TRO (1) enjoining further cloning of Amo or BiFrost 23 technology, (2) requiring Mr. Pham to return all misappropriated code and data to Mr. Tran, 24 (3) requiring Wonder Rates to “pay fees and continue using the legitimate Amo platform (not the 25 cloned system) . . . [and] refrain from deploying any cloned or derivate system,” (4) enjoining 26 Mr. Pham from evicting Mr. Tran, and (5) suspending Mr. Pham’s corporate authority at Amo. 27 ECF No. 13-7. In the Proposed Order, Mr. Tran clarified the scope of the relief requested. 1 Mr. Tran’s application is based primarily on his claim for trade secret misappropriation 2 under the Defend Trade Secrets Act (“DTSA”), but he also asserts violation of the Parties’ NDAs. 3 See App. at 4–6. Based on the allegations in the complaint and Mr. Tran’s accompanying 4 declaration, the Court concludes that Mr. Tran has at least demonstrated that there are “serious 5 questions” going to the merits of each claim. Shell Offshore, 709 F.3d at 1291. 6 “To prevail on a DTSA claim, an aggrieved plaintiff must plead and prove three elements: 7 (1) plaintiff owned a trade secret; (2) defendant acquired, disclosed, or used the protected secret 8 through improper means; and (3) defendant caused damage to plaintiff.” Juries.AI, Inc. v. Sheu, 9 No. 5:25-cv-10188-BLF, 2025 WL 3290235, at *4 (N.D. Cal. Nov. 25, 2025) (internal quotation 10 marks and citation omitted).
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1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 7 THANH SON TRAN, et al., Case No. 5:25-cv-10326-BLF
8 Plaintiffs, ORDER GRANTING APPLICATION 9 v. FOR TEMPORARY RESTRAINING ORDER; ORDER TO SHOW CAUSE 10 MINH DUC PHAM, et al., WHY A PRELIMINARY INJUNCTION SHOULD NOT BE GRANTED 11 Defendants.
12 13 Before the Court is Plaintiff Thanh Son Tran’s noticed application for a temporary 14 restraining order (“TRO”). ECF No. 13 (“App.”). Defendant Minh Duc Pham opposes the 15 motion. ECF No. 22 (“Opp.”). The Court heard oral arguments on December 12, 2025, and 16 ordered Mr. Tran to file a revised proposed TRO by December 17, 2025. ECF No. 24. Mr. Tran 17 filed a proposed TRO, explaining that “[t]he language in this proposed order was negotiated by the 18 parties’ counsel for over 2 hours” and noting where the Parties disagreed in bold. ECF No. 26 19 (“Proposed TRO”) at 2. 20 The Court GRANTS the application, as limited by the Proposed TRO. 21 I. BACKGROUND 22 The Court accepts the following facts from Mr. Tran’s declaration, ECF No. 13-2 (“Tran 23 Decl.”), as true for the purpose of adjudicating the TRO application. Mr. Tran and Mr. Pham co- 24 founded One Amo, Inc. (“Amo”) in October 2020, with Mr. Tran owning 42.5% of the shares and 25 Mr. Pham owning 57.5% of the shares. Id. ¶¶ 1 10. Amo is a company in the business of 26 developing artificial intelligence software to assist in the evaluation of mortgage loans. Id. ¶ 5. 27 On March 3, 2021, Mr. Tran and Mr. Pham signed identical “Founder Invention and Non- 1 proprietary information without authorization. Id. ¶ 11. 2 Apart from Amo, Mr. Pham also wholly owns Wonder Rates, Inc. (“Wonder Rates”), a 3 mortgage broker in Northern California. Tran Decl. ¶ 3; see also ECF No. 22-1 (“Pham Decl.”) 4 ¶ 1. Prior to founding Amo with Mr. Pham, Mr. Tran had also developed “BiFrost,” which he 5 describes as “a proprietary backend framework designed to allow startups to launch high-scale 6 platforms quickly without having to rebuild core infrastructure from scratch.” Tran Decl. ¶ 12. In 7 his capacity at Amo as Chief Technology Officer, Mr. Tran recruited and trained an engineering 8 team to develop Amo’s platform using BiFrost. Id. ¶ 16. Using BiFrost as a backbone, Mr. Tran 9 architected and led development of certain of Amo’s core modules, including a loan processing 10 module, rate engine module, and interest-rate optimization module. Id. ¶ 19. Mr. Tran avers that 11 this “combination of BiFrost and these modules constitutes Amo’s core proprietary technology 12 and trade secrets” (the “Amo Information”). Id. 20. 13 After Amo’s platform became functional, Wonder Rates became a customer of Amo and 14 “began using Amo as its loan-processing system . . . at free or nominal cost.” Id. ¶¶ 22–23. On 15 July 23, 2021, “without notifying [Mr. Tran], Mr. Pham registered the fictitious business name 16 ‘AMO Mortgage/AMO Wonder Rates,’ suggesting to the public that ‘Amo’ was merely a business 17 name on Wonder Rates rather than a separate company.” Id. ¶ 15. As time went on, the business 18 relationship between Mr. Tran and Mr. Pham deteriorated, in part due to Mr. Pham’s perception 19 that Mr. Tran was failing to meet his capital obligations to fund Amo’s operations. Id. ¶¶ 26–28; 20 see also Pham Decl. ¶¶ 15–16. In May 2024, Mr. Pham told Mr. Tran that Amo was out of money 21 and would be shut down. Tran Decl. ¶ 27. Unbeknownst to Mr. Tran, Mr. Pham continued to 22 operate Amo and began working on “secretly . . . cloning Amo’s technology into a separate 23 Wonder Rates-owned system.” Id. ¶ 28. 24 In early 2025, several individuals contacted Mr. Tran and advised him that Mr. Pham was 25 cloning Amo’s software and migrating features and data into a Wonder Rates platform. The 26 Parties met on December 1, 2025, to address Mr. Tran’s concerns: “During that meeting, 27 [Mr. Pham] admitted that he had cloned Amo’s platform; that the cloning necessarily included 1 provided [Mr. Pham] with a courtesy copy of the complaint immediately after this discussion.” Id. 2 ¶ 30. Mr. Tran alleges that 85–90% of Wonder Rates’ new platform is directly derived from the 3 BiFrost and Amo code. Id. ¶ 31. 4 II. LEGAL STANDARD 5 Courts use the same standard for issuing a temporary restraining order as that for issuing a 6 preliminary injunction. See Washington v. Trump, 847 F.3d 1151, 1159 n.3 (9th Cir. 2017) 7 (“[T]he legal standards applicable to TROs and preliminary injunctions are ‘substantially 8 identical.’” (quoting Stuhlbarg Int’l Sales Co. v. John D. Brush & Co., 240 F.3d 832, 839 n.7 9 (9th Cir. 2001)). An injunction is a matter of equitable discretion and is “an extraordinary remedy 10 that may only be awarded upon a clear showing that the plaintiff is entitled to such relief.” Winter 11 v. Natural Resources Defense Council, Inc., 555 U.S. 7, 22 (2008). A plaintiff seeking 12 preliminary injunctive relief must establish “[1] that he is likely to succeed on the merits, [2] that 13 he is likely to suffer irreparable harm in the absence of preliminary relief, [3] that the balance of 14 equities tips in his favor, and [4] that an injunction is in the public interest.” Id. at 20. 15 “[I]f a plaintiff can only show that there are ‘serious questions going to the merits’—a 16 lesser showing than likelihood of success on the merits—then a preliminary injunction may still 17 issue if the ‘balance of hardships tips sharply in the plaintiff's favor,’ and the other two Winter 18 factors are satisfied.” Friends of the Wild Swan v. Weber, 767 F.3d 936, 942 (9th Cir. 2014) 19 (alteration in original) (quoting Shell Offshore, Inc. v. Greenpeace, Inc., 709 F.3d 1281, 1291 20 (9th Cir. 2013)). 21 III. DISCUSSION 22 Mr. Tran filed an application for a TRO (1) enjoining further cloning of Amo or BiFrost 23 technology, (2) requiring Mr. Pham to return all misappropriated code and data to Mr. Tran, 24 (3) requiring Wonder Rates to “pay fees and continue using the legitimate Amo platform (not the 25 cloned system) . . . [and] refrain from deploying any cloned or derivate system,” (4) enjoining 26 Mr. Pham from evicting Mr. Tran, and (5) suspending Mr. Pham’s corporate authority at Amo. 27 ECF No. 13-7. In the Proposed Order, Mr. Tran clarified the scope of the relief requested. 1 Mr. Tran’s application is based primarily on his claim for trade secret misappropriation 2 under the Defend Trade Secrets Act (“DTSA”), but he also asserts violation of the Parties’ NDAs. 3 See App. at 4–6. Based on the allegations in the complaint and Mr. Tran’s accompanying 4 declaration, the Court concludes that Mr. Tran has at least demonstrated that there are “serious 5 questions” going to the merits of each claim. Shell Offshore, 709 F.3d at 1291. 6 “To prevail on a DTSA claim, an aggrieved plaintiff must plead and prove three elements: 7 (1) plaintiff owned a trade secret; (2) defendant acquired, disclosed, or used the protected secret 8 through improper means; and (3) defendant caused damage to plaintiff.” Juries.AI, Inc. v. Sheu, 9 No. 5:25-cv-10188-BLF, 2025 WL 3290235, at *4 (N.D. Cal. Nov. 25, 2025) (internal quotation 10 marks and citation omitted). “A ‘trade secret’ is information that (1) derives independent 11 economic value, actual or potential, from not being generally known to, or readily ascertainable by 12 other people who can obtain economic value from its disclosure or use and (2) is subject to 13 reasonable efforts to maintain its secrecy.” WeRide Corp. v. Kun Huang, 379 F. Supp. 3d 834, 14 845–46 (N.D. Cal. 2019) (citing 18 U.S.C. § 1839(3)). 15 Mr. Tran has provided evidence that the Amo Information constitutes a cognizable trade 16 secret. The Amo Information includes source code and modules that perform discrete functions to 17 be offered as services by Amo, and such information is within the ambit of the DTSA’s definition 18 of trade secrets. See 18 U.S.C. § 1893(3). The Tran Declaration further establishes that the Amo 19 Information derives economic value from not being generally known or readily available through 20 proper means because Amo has expended time, energy, and resources into its technology with the 21 expectation of offering a proprietary technological service to its mortgage broker customers. Tran 22 Decl. ¶¶ 16–20, 23. It further establishes that BiFrost is password-protected, has not been publicly 23 released, and is not open source. Id. ¶ 13. As to misappropriation, Mr. Pham apparently admitted 24 to copying the source code, id. ¶ 30, and Mr. Tran has also submitted a cloning analysis showing 25 substantial similarities between the two systems, see id. Ex. B. Such copying would constitute 26 misappropriation. 27 The NDA provides as follows: for any purpose . . . without written approval by an officer of the 1 Company, either during or after Founder’s Service, unless and until such Proprietary Information has become public knowledge without 2 fault by the Founder. While providing Service, the Founder will use the Founder’s best efforts to prevent unauthorized publication or 3 disclosure of any of the Company’s Proprietary Information. 4 App. at 5. Mr. Pham seemingly does not dispute that his continued use through Wonder 5 Rates of the Amo Information would breach the terms of the NDA, instead arguing that the 6 breach-of-contract claim is preempted by the California Uniform Trade Secret Act and Federal 7 Copyright Act. Opp. at 19–20. 8 Based on the foregoing, the Court concludes that there are at least serious questions going 9 to the issue whether Mr. Tran will prevail on his DTSA and breach-of-contract claims. See, e.g., 10 Richmond Techs., Inc. v. Aumtech Bus. Sols., No. 11-cv-02460-LHK, 2011 WL 2607158, at *19 11 (N.D. Cal. July 1, 2011) 12 2. Balance of Hardships 13 The Court concludes that the balance of equities tilts sharply in Mr. Tran’s favor. Once the 14 cloning process has been completed, Wonder Rates will be able to perform all of the functionality 15 encompassed by the Amo Information, rendering Amo’s commercial viability practically null. 16 In opposition, Mr. Pham argues that the injunction would destroy the commercial viability 17 of both companies by forcing Wonder Rates to use inefficient and out-of-date code. Opp. at 22. 18 At oral argument, however, the Parties clarified that no such harm would arise if Wonder Rates is 19 permitted to continue using the Amo Information as a customer of Amo. The Court instructed the 20 Parties to meet and confer to develop a proposed order that would preserve the commercial 21 viability of both companies and relies on the representation in the Proposed TRO that counsel 22 agreed on the terms. While the Court is of course mindful that Defendants would prefer for no 23 TRO to issue at all, the Court presumes based on the Parties’ representations at oral argument and 24 in the Proposed TRO that the harms identified in the opposition brief are ameliorated by the 25 specific terms proposed by the Parties. 26 3. Irreparable Harm 27 Mr. Tran has established that he is likely to suffer irreparable harm if a TRO is not granted. 1 proprietary information is misappropriated.’” Comet Techs. United States of Am. Inc. 2 v. Beuerman, No. 18-cv-01441-LHK, 2018 WL 1990226, at *5 (N.D. Cal. Mar. 15, 2018) (second 3 alteration in original) (quoting W. Directories, Inc. v. Golden Guide Directories, Inc., No. 09-cv- 4 1625, 2009 WL 1625945, at *6 (N.D. Cal. June 8, 2009)). As a technology startup, the economic 5 value of the investments made in Amo are inextricably bound up with the maintenance of the Amo 6 Information as confidential, and the NDA signed by Mr. Pham provides that “any breach or 7 threatened breach . . . is likely to cause [Amo] substantial and irrevocable damage which is 8 difficult to measure.” ECF No. 1-2 (“NDA”) § 7(a). 9 4. Public Interest 10 “[T]he public interest is served when defendant is asked to do no more than abide by trade 11 laws and the obligations of contractual agreements signed with her employer. Public interest is 12 also served by enabling the protection of trade secrets.” Henry Schein, Inc. v. Cook, 13 191 F. Supp. 3d 1072, 1078 (N.D. Cal. 2016). Courts in the Ninth Circuit regularly conclude that 14 narrowly tailored injunctions advance the public interest by “serv[ing] the policy of protecting 15 trade secrets while simultaneously allowing lawful competition.” Pyro Spectaculars N., Inc. 16 v. Souza, 861 F. Supp. 2d 1079, 1093 (E.D. Cal. 2012); accord Bambu Franchising, LLC 17 v. Nguyen, 537 F. Supp. 3d 1066, 1080 (N.D. Cal. 2021). 18 5. Security 19 The Ninth Circuit has “recognized that Rule 65(c) invests the district court ‘with discretion 20 as to the amount of security required, if any.’” Jorgensen v. Cassiday, 320 F.3d 906, 919 (9th Cir. 21 2003) (quoting Barahona-Gomez v. Reno, 167 F.3d 1228, 1237 (9th Cir. 1999)). The Court 22 declines to order Mr. Tran to post bond, as the NDA signed by Mr. Pham provides that “in the 23 event of any . . . breach or threatened breach . . . [Amo] shall have the right to obtain an 24 injunction . . . without posting a bond.” NDA § 7(a). 25 IV. ORDER 26 For the foregoing reasons, IT IS HEREBY ORDERED that: 27 (1) Defendants and all persons acting in concert with them are RESTRAINED AND 1 platform, the One Amo platform, or any derivative thereof, and from deploying or 2 operating any system derived from such code pending further order of the Court. 3 (2) Within 48 hours of service of this Order, Defendants SHALL: 4 a. Cease all development on any cloned or derivative system of BiFrost or Amo 5 other than for maintenance; 6 b. Preserve all repositories, servers, databases, logs, backups, snapshots, and cloud 7 instances containing BiFrost or One Amo code; 8 c. Return and restore to the original code repository to which One Amo has 9 access, all source code, repositories, branches, forks, backups, databases, 10 schemas, and derivative works derived from BiFrost or One Amo that are 11 within Defendants’ possession, custody, or control. 12 (3) Pending the Court’s ruling on the Order to Show Cause, Defendants SHALL NOT 13 migrate, transition, test, deploy, or operate any new or replacement system derived 14 from BiFrost or One Amo pending further order of the Court. 15 (4) Mr. Pham is temporarily suspended from exercising authority as a director or officer of 16 One Amo, Inc., solely to the extent necessary to prevent dissolution, shutdown, asset 17 transfer, sale, access, or disclosure of proprietary information during the pendency of 18 this TRO. 19 (5) Defendants shall preserve all evidence, including but not limited to source code, 20 repositories, logs, backups, databases, communications, emails, messages, cloud 21 instances, devices, and credentials relating to BiFrost, One Amo, or any derivative 22 systems. 23 (6) Mr. Pham SHALL appear before the Honorable Judge Beth Labson Freeman, United 24 States District Judge, in Courtroom 1 of the United States District Court, Northern 25 District of California, located at 280 South 1st Street San Jose, CA 95113, on March 19 26 2026, at 9:00 a.m. and show cause why a preliminary injunction with the same 27 restrictions as the granted temporary restraining order should not issue during the 1 no later than February 13, 2026, with opposition briefs due February 27, 2026, and 2 reply briefs due March 6, 2026. 3 (7) The parties may conduct limited, expedited discovery narrowly tailored to issues 4 relevant to the preliminary injunction, including but not limited to scope of copying, 5 system architecture, access or authorization to use One Amo trade secrets, repositories, 6 loan-processing systems, and compliance with this Order. 7 a. The parties may exchange written discovery by January 5, 2026. 8 b. If there are any disputes that the parties cannot resolve, they shall bring the 9 matter to the discovery magistrate by January 8, 2026, and request a decision by 10 January 12, 2026. The parties shall respond to written discovery by January 19, 11 2026. 12 c. The parties may each take the deposition of up to three persons by February 6, 5 13 2026. 14 (8) The TRO SHALL remain in effect until March 26, 2026. As explained at oral 3 15 argument, the fourteen-day limit under Federal Rule of Civil Procedure 65 does not 16 apply because this was not an ex parte TRO.
18 Dated: December 17, 2025
BETH LABSON FREEMAN 20 United States District Judge 21 22 23 24 25 26 27 28