## Facts

- Guidance Endodontics, LLC (Guidance) marketed endodontic products but depended on Dentsply International, Inc. (Dentsply) as its exclusive manufacturer and supplier under a settlement agreement that ended earlier litigation between them.
- The settlement arrangement made Guidance reliant on Dentsply for continued access to certain Guidance-branded product lines sold into the endodontics market.
- Dentsply accused Guidance of breaching the settlement agreement and stopped supplying products to Guidance.
- Guidance filed suit for breach of contract and sought emergency injunctive relief (a temporary restraining order, treated with preliminary-injunction standards after evidentiary hearings) to force Dentsply to resume and continue supply.
- The requested relief covered both existing products already being produced and a new product referred to as “V2,” which was still in development and not yet in regular commercial production.
- The parties disputed how much work remained to finalize V2 and begin manufacturing it at scale, including engineering, testing, and production readiness.
- Guidance argued that a supply cutoff from its only source threatened immediate harm that money damages would not fix, including loss of customers, loss of goodwill, and potential failure of its business.

## Issues

1. Whether Guidance met the requirements for a TRO/preliminary injunction requiring Dentsply to continue supplying Guidance with products covered by the settlement agreement.
2. Whether, at the TRO stage, the court should order Dentsply to take affirmative steps to complete development and begin manufacturing the not-yet-final V2 product despite factual disputes about the remaining work and the scope of the contractual duty.
3. Whether the requested order should be limited to preserving existing supply arrangements rather than compelling forward-looking performance that would require close, ongoing court involvement.

## Decision

- The court granted Guidance’s motion in part and denied it in part.
- The court ordered Dentsply to continue supplying certain existing products consistent with the parties’ settlement-based supply relationship.
- The court declined to order Dentsply, on an emergency basis, to complete development and commence manufacture of the V2 product, given the contested evidence about what completion would require and whether the agreement clearly imposed that obligation in the manner Guidance sought.

## Legal Principles

- A party seeking a TRO/preliminary injunction must generally show: (1) a likelihood of success on the merits, (2) irreparable harm without relief, (3) that the balance of harms favors relief, and (4) that the injunction would not be adverse to the public interest.
- A mandatory injunction (one that compels affirmative action rather than merely stopping conduct) is disfavored and requires a stronger showing because it alters conditions rather than preserving them.
- Loss of customers and goodwill, and threats to a small company’s ability to continue operating when dependent on an exclusive supplier, can qualify as irreparable harm not readily repaired by later monetary damages.
- Courts are hesitant to order interim specific performance that would require complex, technical, and continuing performance—especially where contract scope, feasibility, and remaining technical work are disputed—because such orders risk placing the court in the role of supervising an ongoing commercial and engineering project.
- Interim relief may be tailored to preserve the existing supply relationship for established products while leaving contested, development-heavy obligations for later resolution on a fuller record.

## Conclusion

The court partially protected Guidance from the immediate effects of Dentsply’s supply cutoff by ordering continued supply of existing products under the settlement-related arrangement, but it refused to compel disputed and unfinished work needed to bring the V2 product to market at the TRO stage.


Guidance Endodontics, LLC v. Dentsply International, Inc., 633 F. Supp. 2d 1257 (2008)