## Facts

- Tom Doherty Associates, Inc., doing business as Tor Books (TOR), was a major publisher of adult fantasy and science fiction but only a minor publisher of children’s books.
- Saban Entertainment, Inc. created, produced, and distributed children’s television programming and controlled a large library of children’s properties.
- TOR and Saban negotiated a contract that included (1) TOR’s immediate publication of six children’s books using characters from Saban’s television programming and (2) a longer-term relationship concerning TOR’s right to publish additional children’s books based on Saban properties.
- TOR viewed the agreement as a chance to expand its children’s publishing business and establish itself more firmly in that market; Saban expected the book program to help market its television properties.
- After the contract was executed, Saban introduced *Mighty Morphin Power Rangers*, which quickly became a major commercial success.
- Following the show’s success, Saban licensed book rights for *Power Rangers* to other publishers rather than allowing TOR to publish those titles under the long-term relationship TOR claimed the contract created.
- TOR sued Saban for breach of contract in the Southern District of New York and sought a preliminary injunction to stop Saban from licensing the contested publishing rights to others during the litigation.
- The district court granted a preliminary injunction, finding that *Power Rangers* books were likely to “transform TOR’s fortunes.”
- Saban appealed, arguing (among other things) that TOR’s alleged harm was only loss of profits or future goodwill and therefore compensable with money damages.

## Issues

1. Was the district court’s preliminary injunction properly treated as prohibitory (preserving the status quo) or mandatory (changing it), and what effect did that classification have on the required showing on the merits?
2. What likelihood-of-success standard applies when an injunction changes the status quo or gives the movant much of the relief it seeks?
3. Can the loss of a unique, time-sensitive chance to market *Power Rangers* books and improve a publisher’s market position constitute irreparable harm?
4. Did TOR show a sufficiently strong likelihood of success on its contract interpretation and breach claim to justify preliminary relief?

## Decision

- The Second Circuit affirmed the preliminary injunction.
- The court explained that preliminary-injunction appeals raise questions about (a) when an order alters rather than maintains existing conditions, (b) the required showing on the merits when an order alters the status quo, and (c) when a lost opportunity to market a product can be irreparable harm.
- Even assuming the injunction had mandatory features, the court concluded TOR made the stronger showing required for such relief (a clear or substantial likelihood of success, or a showing that denial would cause very serious harm).
- The court agreed that TOR faced irreparable harm because the *Power Rangers* opportunity was a singular, time-limited chance to change TOR’s position in the children’s book market, and the resulting injury to market position and related goodwill would be difficult to quantify reliably after the fact.
- The court held that the district court did not abuse its discretion in finding irreparable harm and in granting interim relief to preserve TOR’s claimed contractual rights pending final adjudication.

## Legal Principles

- A prohibitory preliminary injunction generally preserves the status quo; a mandatory injunction alters it and is generally harder to obtain.
- When an injunction alters the status quo or effectively provides substantial final relief, the movant must meet a heightened merits showing (commonly framed as a clear or substantial likelihood of success), or show that denial would likely cause very serious harm.
- Irreparable harm is not limited to physical or non-economic injury; it can include a lost opportunity to market a product when the opportunity is unique, time-sensitive, and the resulting loss of market position or goodwill cannot be measured with reasonable certainty.
- Loss of profits alone is usually compensable by damages, but where damages would be speculative because the injury involves future market position and hard-to-measure goodwill, equitable relief may be warranted.
- Appellate review of a preliminary injunction is deferential; the question is generally whether the district court abused its discretion or rested its order on clearly erroneous findings.

## Conclusion

The Second Circuit affirmed a preliminary injunction requiring Saban to refrain from dealing around TOR’s claimed publishing rights while the case proceeded, holding that TOR made a strong showing on its contract claim and that the loss of the short-lived *Power Rangers* publishing window—together with the attendant, hard-to-quantify loss of market position and goodwill—could constitute irreparable harm justifying interim relief.


Tom Doherty Associates, Inc. v. Saban Entertainment, Inc., 60 F.3d 27 (1995)