## Facts

- Henry Schein, Inc. (HSI) distributes medical, dental, and veterinary supplies and maintained customer-related business data in proprietary systems.
- Jennifer Cook worked for HSI as a field sales consultant beginning in 2005 and signed a 2005 confidentiality and non-solicitation agreement and a 2011 letter agreement requiring strict confidentiality and prohibiting copying or removal of confidential materials upon departure.
- Shortly before resigning, Cook allegedly forwarded from her HSI work email to her personal email multiple customer practice and sales reports generated by HSI’s proprietary software.
- The allegedly taken materials included customer practice reports, sales histories, equipment inventory reports, price quotations, and ongoing equipment proposals.
- Cook resigned on May 13, 2016 and immediately joined Patterson Dental, a direct competitor.
- HSI alleged Cook intended to use the information to divert HSI customers and also unlawfully accessed HSI’s systems after resignation.
- HSI sued for trade secret misappropriation, breach of contract, and related claims, and sought an ex parte temporary restraining order (TRO) and expedited discovery (including from non-party Patterson).

## Issues

1. Whether HSI met the TRO requirements under the *Winter* factors for relief based on alleged trade secret misappropriation and breach of confidentiality and non-solicitation obligations.
2. Whether HSI showed good cause for expedited discovery, including discovery directed to non-party Patterson, to support preliminary relief.

## Decision

- The court granted HSI’s TRO request in part and denied it in part.
- The court restrained Cook from accessing, using, or disclosing HSI’s confidential and trade secret information and required preservation and return of such materials.
- The court declined to impose broader, blanket non-solicitation restrictions at the TRO stage beyond what was supported by the record.
- The court denied HSI’s request for expedited discovery without prejudice.

## Legal Principles

- A TRO requires a showing of (1) likelihood of success on the merits, (2) likely irreparable harm absent relief, (3) balance of equities favoring the movant, and (4) consistency with the public interest.
- Customer-level reports, pricing, and proposal information derived from proprietary systems may qualify as trade secrets where they are not generally known, have economic value from secrecy, and are subject to reasonable secrecy measures (including confidentiality agreements and restricted access).
- Evidence that an employee copied or forwarded confidential business information immediately before resigning to join a competitor can support threatened misappropriation and justify injunctive relief preventing use or disclosure.
- Injunctive relief should be tailored to protect trade secrets and enforce confidentiality duties without unnecessarily restricting lawful competition and employment mobility.
- Expedited discovery may be denied where requests are not narrowly targeted to the preliminary-relief issues or would impose undue burden, particularly on non-parties; denial without prejudice permits renewal with a narrower showing.

## Conclusion

The court issued a narrowly tailored TRO aimed at preventing an ex-employee from using or disclosing allegedly misappropriated confidential and trade secret customer information after joining a competitor, while refusing broader customer non-solicitation restraints on the limited TRO record and denying overbroad expedited discovery without prejudice.


Henry Schein, Inc. v. Cook, 191 F. Supp. 3d 1072 (N.D. Cal. 2016)