In Super Starr Int’l, LLC v. Fresh Tex Produce, LLC, a Texas entity that distributes produce throughout the United States filed suit against another Texas entity that imports foreign grown produce into the United States and other related entities for a variety of claims arising from the defendants’ attempts to distribute produce without the plaintiff. No. 13-16-00663-CV, 2017 Tex. App. LEXIS 6801 (Tex. App.—Corpus Christi July 20, 2017, no pet. history). The plaintiff’s claims included breach of various agreements, breach of fiduciary duty, misappropriation of trade secrets, and aiding and abetting breach of fiduciary duty. The plaintiff sought and obtained a temporary injunction that precluded the defendants from distributing the produce and other relief, including an order to preserve electronic evidence. The defendants appealed.
The court of appeals reversed and rendered in part and remanded in part. “To obtain a temporary injunction, the applicant must plead and prove three elements: (1) a cause of action; (2) a probable right to relief; and (3) a probable, imminent, and irreparable injury in the interim.” Id. The court first analyzed the plaintiff’s claim that the plaintiff was really a partnership because the parties used the term “partner” in various contexts. The court held that it was solely a limited liability company due to the Texas Business Organizations Code and the wording of the LLC agreement:
The “term ‘partner’ is regularly used in common vernacular and may be used in a variety of ways,” and “[r]eferring to . . . a ‘partner’ in a colloquial sense is not legally sufficient evidence of expression of intent to form a business partnership.” Here, the context in which the statements were made establishes that the parties’ use of the term “partner” was colloquial, not legal. Absent something more, we conclude that the Distributor presented no evidence that conclusively negates the plain text of the business organizations code and the operating agreements, both of which require us to determine as a matter of law that the LLC was solely a limited liability company, not a partnership
The court then held that the plaintiff’s breach of fiduciary duty claim was preempted by its trade secret claim:
The gravamen of the Distributor’s breach of fiduciary duty claim duplicates its claim based on the Texas Uniform Trade Secrets Act. . . The Texas Uniform Trade Secrets Act generally “displaces conflicting tort, restitutionary, and other law of this state providing civil remedies for misappropriation of a trade secret.” . . . Where a claim is based on a misappropriation of a trade secret, then it is preempted by the Texas Uniform Trade Secrets Act. In this case, the Distributor’s breach of fiduciary duty claim duplicates its alleged violation of the Texas Uniform Trade Secrets Act. Appellants could not “divert [the LLC’s] accounts and business” or “solicit [the LLC’s] accounts and employees” without the use of alleged trade secrets. Accordingly, the preemption provision in the Texas Uniform Trade Secrets Act precludes the Distributor’s breach of fiduciary duty claim from serving as a basis for temporary injunctive relief.
The court then reviewed the plaintiff’s aiding and abetting breach of fiduciary duty claim and held that same could not survive without an underlying breach of fiduciary duty claim: “Generally, when a breach of fiduciary duty claim fails, so should an aiding and abetting in the breach of fiduciary duty claim, to the extent one exists in Texas.” Id. The court held that there was not a showing of a probable right of recovery regarding these claims.
Finally, the temporary injunction order prohibited the defendants from: “Destroying, deleting, erasing, losing, hiding, altering, or modifying in any manner the electronic information, including emails, text messages, recordings, and other communications involving or mentioning [the Importer], [the Grower], [the LLC], [the Distributor] or any of its principals or employees, or accounts which have done business through [the LLC].” Id. The court held that this relief should be reversed because “the Distributor presented no evidence or argument of a probable, imminent, and irreparable injury in the interim stemming from the acts restrained in Restriction 8.” Id.