Centimark Corporation v. Hilfer et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Judge Nina Y. Wang
Civil Action No. 25-cv-02087-NYW-STV
CENTIMARK CORPORATION,
Plaintiffs,
v.
NIKOLAUS HILFER,
NATIONS ROOF, LLC, and
NATIONS ROOF OF COLORADO, LLC,
Defendants.
ORDER
This matter is before the Court on CentiMark’s Motion for Preliminary Injunction
Against Nikolaus Hilfer, Nations Roof, LLC, and Nations Roof of Colorado, LLC (the
“Motion for Preliminary Injunction”), [Doc. 18],1 and Defendants’ Motion to Dismiss
Plaintiff’s First Amended Complaint (the “Motion to Dismiss”), [Doc. 54]. 	The Court has
reviewed the Motions, the corresponding briefs, and applicable case law, and the Court
concludes that oral argument would not assist in the resolution of the Motions.2 For the
reasons set forth in this Order, the Motion to Dismiss is GRANTED in part and DENIED
1 This Court uses the convention [Doc. __] to refer to materials filed on the docket in this
case. 	In so doing, the Court cites to the page numbers assigned by the District’s
Electronic Case Files system.
2 In addition, no Party requested an evidentiary hearing on the Motion for Preliminary
Injunction. [Doc. 18; Doc. 43]. Federal Rule of Civil Procedure 65 does not require this
Court to hold a hearing, see Fed. R. Civ. P. 65, and the Court has discretion to determine
if a hearing is necessary, Carbajal v. Warner, 561 F. App’x 759, 764 (10th Cir. 2014). The
Court does not find a hearing necessary to rule on the Motion for Preliminary Injunction.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 1 of 45

2
in part and the Motion for Preliminary Injunction is DENIED.
BACKGROUND
Plaintiff CentiMark Corporation (“Plaintiff” or “CentiMark”) employed Defendant
Nikolaus Hilfer (“Mr. Hilfer”) from February 2004 until the fall of 2024. [Doc. 32 at ¶¶ 35,
53–54]. 	At the end of his employment with CentiMark, Mr. Hilfer was a senior national
accounts manager, responsible for “manag[ing] all aspects of CentiMark’s sales to
National Accounts with offices or employees located in Colorado,” “preparing and
presenting bid packages for current and prospective customers,” and “managing key
CentiMark national accounts located in Colorado.” [Id. at ¶¶ 47–50].
As 	consideration 	for his 	employment, 	Mr. 	Hilfer 	signed 	an 	agreement 	that
contained non-solicitation and non-disclosure provisions (the “Hilfer Agreement”). [Id. at
¶¶ 36–42]. However, before he resigned from his employment with CentiMark, Mr. Hilfer
“sent multiple emails containing CentiMark Confidential Information and trade secrets
from his CentiMark account to his personal email address.” 	[Id. at ¶ 51]. 	Materials in
those emails included customer contact information, project proposals and assessments,
account management strategies, and “other Confidential Information and trade secrets.”
[Id. at ¶¶ 51–52].
Mr. Hilfer is currently employed by “Nations Roof, LLC [(‘Nations’)], one of
CentiMark’s direct competitors in the roofing industry, or its subsidiary Nations Roof of
Colorado LLC [(‘NROC’)],” and has been since October 2024. [Id. at ¶¶ 2, 53].3 In June
2025, Plaintiff was notified that “one of its top clients, a well-known Colorado sports and
hospitality client” that Plaintiff refers to as “Customer A,” was “working with someone at
3 Plaintiff refers to Nations and NROC collectively as “Nations Roof.” [Doc. 32 at 1].
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 2 of 45

3
Nations Roof who had previously worked for CentiMark.” 	[Id. at ¶ 56]. 	A Customer A
representative confirmed that the company was working with Mr. Hilfer, who had
managed Customer A’s account at CentiMark. [Id. at ¶¶ 56–57]. CentiMark later learned
that Mr. Hilfer began “soliciting contracts from a key CentiMark account that serves as a
commercial real estate services and investment firm,” referred to as “Customer C,” in
direct competition with CentiMark. [Id. at ¶¶ 60–62]. And since Mr. Hilfer joined Nations
and/or NROC, “CentiMark has noticed a significant increase in attempts by Nations Roof
to 	recruit 	CentiMark 	[employees], 	particularly 	CentiMark 	employees 	who 	are 	in
possession of Confidential Information and trade secrets.” [Id. at ¶ 66].
CentiMark alleges, on information and belief, that Mr. Hilfer has used CentiMark’s
Confidential Information and trade secrets to benefit his career at Nations and/or NROC,
in breach of the Hilfer Agreement. 	[Id. at ¶¶ 63, 86–90, 102]. 	Plaintiff filed its original
Complaint on July 7, 2025, [Doc. 1], and filed an Amended Complaint on August 29, 2025,
[Doc. 32]. Therein, Plaintiff asserts eight claims: 	(1) a breach of contract claim against
Mr. Hilfer (“Claim One”); (2) a misappropriation claim under the Colorado Uniform Trade
Secrets Act (“CUTSA”) against Mr. Hilfer (“Claim Two”); (3) a claim for breach of fiduciary
duty against Mr. Hilfer (“Claim Three”); (4) an unjust enrichment claim against Mr. Hilfer
(“Claim Four”); (5) a claim for tortious interference with contracts against all Defendants
(“Claim Five”); (6) an unjust enrichment claim against Nations and NROC (“Claim Six”);
(7) a claim for tortious interference with prospective business relations against all
Defendants (“Claim Seven”); and (8) a civil conspiracy claim against all Defendants
(“Claim Eight”). [Id. at ¶¶ 80–150].
Plaintiff filed its Motion for Preliminary Injunction on August 8, 2025. [Doc. 18]. It
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 3 of 45

4
requests a preliminary injunction:
1. 	Requiring 	[Defendants] 	to 	return 	or 	destroy 	all 	CentiMark
Confidential 	Information 	Hilfer 	sent 	or 	copied 	to 	his 	personal 	email
accounts, to his home email address, or to any other non-CentiMark
destination or device;
2. 	Requiring 	[Defendants] 	to 	immediately 	cease 	contact 	with 	any
CentiMark customer with whom Hilfer had contact within one year of his
departure from CentiMark;
3. 	Requiring [Defendants] to cease contact with any customer or
potential 	customer 	listed 	in 	Hilfer’s 	CentiMark 	sales 	“workbooks” 	(as
described below), or the “workbooks” of any other CentiMark employees
which Hilfer surreptitiously sent to his personal email address, for the years
2023 and 2024;
4. 	Requiring [Defendants] to immediately cease attempts to solicit
and/or recruit CentiMark employees, as outlined in the Hilfer Agreement,
with whom [Defendants] had contact within one year of Hilfer’s departure
from CentiMark;
5. 	Requiring [Nations and NROC] to cease its attempts to interfere with
CentiMark’s employment agreements with its employees; and
6. 	Extending the post-employment restrictive covenants in the Hilfer
Agreement for one year following the entry of this Court’s Order.
[Id. at 2].
On September 23, 2025, Defendants moved to dismiss seven of Plaintiff’s eight
claims; among other arguments, Defendants contend that the Court lacks personal
jurisdiction over Nations and NROC. [Doc. 54]. Because the Court must ensure itself of
its jurisdiction over all Defendants before entering any sort of preliminary injunction, see
Nat’l Union Fire Ins. Co. of Pittsburgh v. Kozeny, 19 F. App’x 815, 822 (10th Cir. 2001)
(before entering a preliminary injunction, the plaintiff must show a “reasonable probability”
that it will prevail on the issue of personal jurisdiction on the merits), the Court will first
address the Motion to Dismiss before turning to the Motion for Preliminary Injunction.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 4 of 45

5
I. 	Motion to Dismiss
A. 	Personal Jurisdiction
1. 	Legal Standards
Personal jurisdiction is “an essential element of the jurisdiction of a district . . .
court,” and without it, “the court is ‘powerless to proceed to an adjudication.’” 	Ruhrgas
AG v. Marathon Oil Co., 526 U.S. 574, 584 (1999) (quoting Emps. Reinsurance Corp. v.
Bryant, 299 U.S. 374, 382 (1937) (alteration in original)). A plaintiff bears the burden of
demonstrating a court’s personal jurisdiction over all defendants, Melea, Ltd. v. Jawer SA,
511 F.3d 1060, 1065 (10th Cir. 2007), but the burden “in the preliminary stages of litigation
. . . is ‘light,’” Intercon, Inc. v. Bell Atl. Internet Sols., Inc., 205 F.3d 1244, 1247 (10th Cir.
2000) (quotation omitted).
To demonstrate that a court has personal jurisdiction over a nonresident defendant
in a diversity action, a plaintiff must show that jurisdiction is legitimate under the laws of
the forum state and that the exercise of jurisdiction complies with the Fourteenth
Amendment’s Due Process Clause. Dental Dynamics, LLC v. Jolly Dental Grp., LLC, 946
F.3d 1223, 1228 (10th Cir. 2020). Courts assessing personal jurisdiction must “focus on
state law, and particularly, the relevant state’s long-arm statute.” 	Id. 	In Colorado, only
one inquiry is necessary, as Colorado’s long-arm statute “confer[s] the maximum
jurisdiction permitted by the due process clauses of the United States and Colorado
constitutions,” and its requirements are necessarily addressed under a due process
analysis. 	Archangel Diamond Corp. v. Lukoil, 123 P.3d 1187, 1193 (Colo. 2005).
“Therefore, if jurisdiction is consistent with the due process clause, Colorado’s long arm
statute authorizes jurisdiction over a nonresident defendant.” 	Benton v. Cameco Corp.,
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 5 of 45

6
375 F.3d 1070, 1075 (10th Cir. 2004).
When a court decides a Rule 12(b)(2) motion to dismiss without holding an
evidentiary hearing, “the plaintiff need only make a prima facie showing of personal
jurisdiction to defeat the motion.” 	AST Sports Sci., Inc. v. CLF Distrib. Ltd., 514 F.3d
1054, 1057 (10th Cir. 2008). 	The Court accepts the well-pleaded allegations in the
complaint as true “unless they are controverted by sworn statements.” XMission, L.C. v.
Fluent LLC, 955 F.3d 833, 836 (10th Cir. 2020). The Court does not take conclusory or
speculative allegations as true. Dental Dynamics, 946 F.3d at 1228; Dudnikov v. Chalk
& Vermilion Fine Arts, Inc., 514 F.3d 1063, 1070 (10th Cir. 2008).
2. 	Analysis
There are two types of personal jurisdiction: 	specific jurisdiction and general
jurisdiction. 	Specific jurisdiction exists if the lawsuit arises out of or relates to the
defendant’s contacts with the forum. 	Bristol-Myers Squibb Co. v. Superior Ct. of Cal.,
582 U.S. 255, 262 (2017). General jurisdiction “permits a court to adjudicate any cause
of action against” the defendant, “wherever arising, and whoever the plaintiff.” Brown v.
Lockheed Martin Corp., 814 F.3d 619, 624 (2d Cir. 2016). 	In either case, due process
requires that the defendant “have ‘minimum contacts’ with the forum . . ., such that having
to defend a lawsuit there would not ‘offend traditional notions of fair play and substantial
justice.’” 	Dudnikov, 514 F.3d at 1070 (quoting Int’l Shoe Co. v. Washington, 326 U.S.
310, 316 (1945)). Here, Plaintiff does not suggest that this Court has general jurisdiction
over Nations or NROC, see [Doc. 65 at 4–6; Doc. 32 at ¶¶ 27–28], and the Parties’
arguments are limited to specific jurisdiction, [Doc. 54 at 3; Doc. 65 at 4].
“The minimum contacts test for specific jurisdiction encompasses two distinct
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 6 of 45

7
requirements.” Old Republic Ins. Co. v. Cont’l Motors, Inc., 877 F.3d 895, 904 (10th Cir.
2017). First, the defendant must have purposefully directed its activities at the forum or
its residents. Id.; see also Dudnikov, 514 F.3d at 1071. This requirement “ensures that
defendants will not be haled into court in foreign jurisdictions solely as a result of ‘random,
fortuitous, or attenuated contacts.’” Dental Dynamics, 946 F.3d at 1229 (quoting Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). Second, the plaintiff’s injuries must
have arisen out of the defendant’s forum-related activities. 	Old Republic, 877 F.3d at
904. 	This requirement “makes sure an adequate connection exists between the forum
and the underlying controversy.” Dental Dynamics, 946 F.3d at 1229.
a. 	Purposeful Direction
Plaintiff argues, among other things, that Nations and NROC “can . . . be subject
to personal jurisdiction in Colorado based on the imputed contacts of their agent,” Mr.
Hilfer. [Doc. 65 at 5]. Colorado’s long-arm statute provides, in pertinent part:
(1) Engaging in any act enumerated in this section by any person, whether
or not a resident of the state of Colorado, either in person or by an agent,
submits such person and, if a natural person, such person’s personal
representative to the jurisdiction of the courts of this state concerning any
cause of action arising from:
(a) The transaction of any business within this state; [or]
(b) The commission of a tortious act within this state.
Colo. Rev. Stat. § 13-1-124(1)(a)–(b).
“Because personal jurisdiction requires a purposeful act by the defendant ‘itself,’
personal jurisdiction is not associational or derivative in nature.” 	Tripoli Mgmt., LLC v.
Waste Connections of Kan., Inc., No. 09-cv-01767-CMA-KLM, 2010 WL 845927, at *6
(D. Colo. Mar. 9, 2010) (citing Asahi Metal Indus. Co. v. Superior Ct. of Cal., 480 U.S.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 7 of 45

8
102, 109 (1987)). 	However, under Colorado law, “the contacts of an agent can be
imputed to the principal for purposes of personal jurisdiction.” Id. (citing Goettman v. N.
Fork Valley Rest., 176 P.3d 60, 67 (Colo. 2007)); see also Goettman, 176 P.3d at 67
(“[U]nder Colorado’s long-arm statute, a nonresident defendant may be subject to
personal jurisdiction in Colorado based on the imputed contacts of the defendant’s
agent.”). “In that situation, the agent is regarded as the defendant ‘itself.’” Tripoli Mgmt.,
2010 WL 845927, at *6.
Companies “act through agents: ‘It is familiar law that a corporation can only act
through its agents, and their acts within the scope of their authority are the acts of the
[company].’” 	Dallas Creek Water Co. v. Huey, 933 P.2d 27, 41 (Colo. 1997) (quoting
Orphan Belle Mining & Milling Co. v. Pinto Mining Co., 85 P. 323, 325 (1906)). And “[t]he
contacts of an agent may generally be imputed to the principal if those contacts are made
within the scope of the agent’s employment.” 	Shepherd v. U.S. Olympic Comm., 94 F.
Supp. 2d 1136, 1142 (D. Colo. 2000). Here, CentiMark argues that Mr. Hilfer’s actions in
Colorado were done as Nations’s and NROC’s agent and thus his contacts with the forum
can be imputed to these entities. 	[Doc. 65 at 5–6]. 	Plaintiff alleges, inter alia, that Mr.
Hilfer’s solicitous actions were done during and in the scope of his employment with
Nations and NROC, [Doc. 32 at ¶¶ 4, 56, 63–64, 66], and that Mr. Hilfer’s actions were
done for the benefit of Nations and NROC and “for the purpose of allowing [Nations and
NROC] to unfairly compete against CentiMark,” [id. at ¶¶ 3, 64, 87, 102].
“[A] plaintiff need only make a prima facie showing of the connection between the
actions of the agent and the principal to defeat a motion to dismiss for lack of personal
jurisdiction.” Goettman, 176 P.3d at 68. At this preliminary stage of the proceedings, the
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 8 of 45

9
Court finds that Plaintiff plausibly alleges that Mr. Hilfer was acting as Nations’s and
NROC’s agent at the time of the conduct challenged in the Amended Complaint. 	See
KKW Trucking, Inc. v. Castellano 03 Trucking, L.L.C., No. 19-cv-02351-REB-NYW, 2020
WL 13470239, at *5 (D. Colo. Oct. 20, 2020) (concluding that allegations were sufficient
to establish personal jurisdiction over employer where employee committed tort in
Colorado in the scope of her employment), report and recommendation adopted, 2020
WL 13470123 (D. Colo. Nov. 12, 2020); Richfield Hosp., Inc. v. Charter One Hotels &
Resorts, Inc., No. 2011CV3916, 2012 WL 3069680, at *3 (Colo. Dist. Ct. Feb. 21, 2012)
(finding personal jurisdiction over employer based on employee’s commission of tort that
caused an injury in Colorado).
In so concluding, the Court does not hold or suggest that an employee is
necessarily acting as an employer’s agent or that an employee’s contacts are always
imputed to an employer for purposes of personal jurisdiction. But in this case and at this
stage, Plaintiff’s allegations adequately allege that Mr. Hilfer was acting at the behest of
Nations and NROC. See, e.g., [Doc. 32 at ¶ 66 (Plaintiff alleging that since Nations’s and
NROC’s employment of Mr. Hilfer, these entities have significantly increased their
attempts to recruit CentiMark employees); id at ¶ 123 (alleging that Nations and NROC
encouraged and assisted Mr. Hilfer in breaching the Hilfer Agreement); id. at ¶ 134
(alleging that Nations and NROC collaborated with Mr. Hilfer “to utilize CentiMark’s
Confidential 	Information 	to 	improperly 	solicit 	CentiMark’s 	existing 	or 	prospective
customers”)].4 Moreover, Plaintiff also alleges that Nations and NROC ratified Mr. Hilfer’s
4 Defendants suggest that Plaintiff’s allegations are conclusory. 	See [Doc. 54 at 5–6;
Doc. 68 at 3]. It is unclear to the Court, though, how Plaintiff could provide more detailed
factual allegations about information that is exclusively in Defendants’ possession (i.e.,
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 9 of 45

10
allegedly 	solicitous 	conduct, 	which 	is 	another 	avenue 	through 	which 	an 	agency
relationship can be established. 	See [id. at ¶ 56 (alleging that Mr. Hilfer was “working
with” one of CentiMark’s top Colorado clients and that Nations and NROC were “bidding
on all of [this customer’s] capital work”); id. at ¶ 61];5 see also Restatement (Third) Of
Agency § 4.01 (2006). In sum, because Plaintiff has plausibly alleged that Mr. Hilfer was
acting in the scope of his employment and as Nations’s and NROC’s agent, his Colorado-
specific contacts may be imputed to Nations and NROC and will be considered the
entities’ own contacts under the Colorado long-arm statute. 	Colo. Rev. Stat. § 13-1-
124(1)(a)–(b); Tripoli Mgmt., 2010 WL 845927, at *6.6
Nations’s and NROC’s level of involvement in, or direction of, Mr. Hilfer’s solicitation of
clients in Colorado), particularly given Plaintiff’s “light” burden at this stage of the
proceedings. Intercon, Inc., 205 F.3d at 1247.
5 Defendants argue that this allegation contains facts “subject to the competitor’s
privilege,” so “even to the extent that this one alleged action could otherwise be found to
sustain personal jurisdiction. . ., it would be subject to privilege and, therefore, could not
alone sustain personal jurisdiction over Nations/NROC.” [Doc. 54 at 7–8]. This argument
is not supported by legal authority or explanation as to why this alleged contact cannot
be used in the personal jurisdiction analysis, which is separate and distinct from the merits
of Plaintiff’s claims.
6 Because the Court concludes that Mr. Hilfer’s contacts can be imputed to Nations and
NROC, the Court is respectfully unpersuaded by Defendants’ argument challenging
“Plaintiff’s reliance on group pleading,” which relies on cases applying a Rule 12(b)(6)
standard. 	[Doc. 54 at 8]. 	To be sure, courts often find that collective allegations fail to
meet pleading standards under Rule 12(b)(6). See, e.g., Glaser v. City & Cnty. of Denver,
557 F. App’x 689, 703 (10th Cir. 2014); Gamble v. Hansen, No. 1:24-cv-00134-JCB, 2025
WL 18701, at *4 (D. Utah Jan. 2, 2025). 	But here, Plaintiff alleged (before discovery
commenced) that Mr. Hilfer is an employee of Nations or NROC, [Doc. 32 at ¶¶ 2, 11],
and without discovery, Plaintiff has presumably not yet had an opportunity to conclusively
determine which entity employs Mr. Hilfer (or if he is employed by both). This information
would be in the exclusive control of Defendants, and they could have, but did not, submit
affidavits or other evidence clarifying which entity is Mr. Hilfer’s employer. 	Accordingly,
where Plaintiff has alleged that Mr. Hilfer is employed by both entities, and these
allegations are not contradicted by affidavits, the Court takes these allegations as true
and finds that, at this time, Mr. Hilfer’s contacts with Colorado may be imputed to both
Nations and NROC. XMission, 955 F.3d at 836.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 10 of 45

11
The Court thus must determine whether Plaintiff has established Mr. Hilfer’s
Colorado contacts, to be imputed to Nations and NROC for purposes of specific
jurisdiction. In so doing, the Court considers all of the principal’s contacts with the forum,
including the resident agent’s contacts, to determine if those contacts are sufficient to
support specific personal jurisdiction. Griffith v. SSC Pueblo Belmont Operating Co., 381
P.3d 308, 314 (Colo. App. 2016). 	While a close call, the Court finds that Plaintiff’s
allegations are sufficient to meet its “light” burden at this stage of the proceedings and
establish contacts with Colorado that are sufficient at the pleading stage to establish
specific personal jurisdiction over Nations and NROC.
Mr. Hilfer is a Colorado resident. 	[Doc. 32 at ¶ 23]. 	Despite Defendants’ well-
taken point that the Amended Complaint contains scant allegations that expressly identify
Mr. Hilfer’s Colorado-specific conduct, see [Doc. 54 at 5], the Court may still infer that Mr.
Hilfer’s actions alleged in the Amended Complaint were taken in Colorado, where he lives
and is employed, see Ziegler v. Dale, No. 18-cv-00071-SWS, 2018 WL 8131670, at *6
(D. Wyo. Dec. 7, 2018); see also [Doc. 32 at ¶¶ 9, 51, 56–69 (allegations detailing Mr.
Hilfer’s alleged improper or tortious conduct)]. With respect to Colorado-based customers
or accounts, Plaintiff alleges that Mr. Hilfer solicited business from “a well-known
Colorado sports and hospitality client,” Customer A. [Id. at ¶ 56]. This customer is or was
one of CentiMark’s “top clients.” [Id.]. Plaintiff alleges that Mr. Hilfer has used CentiMark’s
“Confidential Information and trade secrets” to solicit business opportunities “to benefit
his career” with Nations and NROC. 	[Id. at ¶ 63]. 	In other words, Plaintiff has alleged
that Mr. Hilfer, acting in the scope of his employment and as Nations’s and NROC’s agent,
committed tortious acts from within the state of Colorado, including through contacts with
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 11 of 45

12
a Colorado client. 	The Court finds that these allegations are sufficient at the pleading
stage to establish purposeful direction.
Plaintiff must also demonstrate, however, that its claims arise out of or relate to
Mr. Hilfer’s Colorado contacts. Craig Hosp. v. Blue Cross Blue Shield of Kan., 557 P.3d
820, 828 (Colo. App. 2024); Ford Motor Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S.
351, 362 (2021). Defendants argue that “CentiMark’s statutory argument . . . misses the
mark” because the claims against Nations and NROC do not arise out of Nations’s or
NROC’s Colorado contacts. 	[Doc. 68 at 2–3]. 	The Court respectfully disagrees. 	As
explained above, Mr. Hilfer’s Colorado contacts are the Court’s focus, not Nations’s or
NROC’s. 	And here, Plaintiff has established a sufficient link between Mr. Hilfer’s
Colorado contacts and the claims asserted against Nations and NROC, such that the
claims against the entities “relate to” Mr. Hilfer’s Colorado activities. 	See Bristol-Myers
Squibb, 582 U.S. at 262 (the claims must “arise out of or relate to the defendant’s contacts
with the forum” (cleaned up)); Ford Motor Co., 592 U.S. at 362 (explaining that the “relate
to” requirement is more flexible than the “arising out of” requirement). 	Specifically,
Plaintiff alleges that Nations and NROC tortiously interfered with its contracts and
business relationships by encouraging and assisting (and conspiring with) Mr. Hilfer to
breach the Hilfer Agreement and solicit CentiMark’s customers, including Customer A, for
Nations’s and NROC’s benefit, [Doc. 32 at ¶¶ 123, 127–29, 142, 144, 147–48], and that
as a result of Mr. Hilfer’s Colorado-based solicitous conduct, Nations and NROC were
unjustly enriched, [id. at ¶ 134]. 	Plaintiff has established that its claims against Nations
and NROC relate to Mr. Hilfer’s Colorado contacts.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 12 of 45

13
b. 	Fair Play and Substantial Justice
Having concluded that the “minimum contacts” requirement is satisfied, the Court
must determine whether exercising personal jurisdiction over Nations and NROC would
“offend traditional notions of fair play and substantial justice.” Dudnikov, 514 F.3d at 1080.
“Instances 	where 	an 	otherwise 	valid 	exercise 	of 	personal 	jurisdiction 	would 	be
constitutionally unfair are ‘rare.’” Hood v. Am. Auto Care, LLC, 21 F.4th 1216, 1227 (10th
Cir. 2021) (quoting Compañía de Inversiones Mercantiles, S.A. v. Grupo Cementos de
Chihuahua S.A.B. de C.V., 970 F.3d 1269, 1289 (10th Cir. 2020)). 	A defendant may
defeat personal jurisdiction in this way “by presenting a ‘compelling case that the
presence 	of 	some 	other 	considerations 	would 	render 	jurisdiction 	unreasonable.’”
XMission, 955 F.3d at 840 (quoting Burger King, 471 U.S. at 477). Here, Defendants do
not make any such argument, see [Doc. 54], and so they have not made such a showing,
see Niemi v. Lasshofer, 770 F.3d 1331, 1350 (10th Cir. 2014). 	Accordingly, the Court
declines to dismiss Plaintiff’s claims against Nations or NROC for lack of personal
jurisdiction.
B. 	Rule 12(b)(6)
Defendants also raise several arguments for dismissal under Rule 12(b)(6),
including (1) some of Plaintiff’s allegations are insufficient to state a claim; (2) some of
Plaintiff’s claims are preempted by CUTSA; and (3) some of Plaintiff’s claims are barred
by the economic loss rule. 	The Court finds it most efficient to address the Parties’
arguments on a claim-by-claim basis.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 13 of 45

14
1. 	Legal Standard
Under Rule 12(b)(6) of the Federal Rules of Civil Procedure, a court may dismiss
a complaint for “failure to state a claim upon which relief can be granted.” Fed. R. Civ. P.
12(b)(6). 	In deciding a motion under Rule 12(b)(6), the Court must “accept as true all
well-pleaded factual allegations . . . and view these allegations in the light most favorable
to the plaintiff.” 	Casanova v. Ulibarri, 595 F.3d 1120, 1124 (10th Cir. 2010) (quotation
omitted). 	The plaintiff may not rely on mere labels or conclusions, “and a formulaic
recitation of the elements of a cause of action will not do.” 	Bell Atl. Corp. v. Twombly,
550 U.S. 544, 555 (2007). 	Rather, “a complaint must contain sufficient factual matter,
accepted as true, to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009) (quotation omitted).
2. 	Analysis
a. 	Claim Two: CUTSA Misappropriation
Defendants argue that Plaintiff’s CUTSA claim should be dismissed for two
reasons: first, they contend that Plaintiff fails to actually identify or describe the supposed
trade secrets that form the basis of the claim, and second, they argue that Plaintiff fails to
allege facts showing that the trade secrets were actually kept secret. [Doc. 54 at 10–13].
To plausibly state a misappropriation claim under CUTSA, a plaintiff must allege
“(i) that [the plaintiff] possessed a valid trade secret, (ii) that the trade secret was disclosed
or used without consent, and (iii) that the defendant knew, or should have known, that the
trade secret was acquired by improper means.” 	Gates Rubber Co. v. Bando Chem.
Indus., 9 F.3d 823, 847 (10th Cir. 1993). A trade secret is defined in the statute as “the
whole or any portion or phase of any scientific or technical information, design, process,
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 14 of 45

15
procedure, formula, improvement, confidential business or financial information, listing of
names, addresses, or telephone numbers, or other information relating to any business
or profession which is secret and of value.” Colo. Rev. Stat. § 7-74-102(4). The United
States Court of Appeals for the Tenth Circuit (“Tenth Circuit”) has affirmed the dismissal
of a CUTSA misappropriation claim where the operative pleading “lacked allegations
identifying the information . . . that may have been a protected trade secret.” LS3 Inc. v.
Cherokee Nation Strategic Programs, L.L.C., No. 21-1385, 2022 WL 3440692, at *5 (10th
Cir. Aug. 17, 2022). And in cases analyzing the sufficiency of claims under the analogous
federal Defend Trade Secrets Act (“DTSA”), courts have indicated that a plaintiff must
identify the trade secrets at issue with some particularity. See, e.g., Kiosk Info. Sys., Inc.
v. Cole Kepro Int’l, LLC, No. 23-cv-00352-GPG-KLM, 2023 WL 4269409, at *4 (D. Colo.
June 29, 2023), report and recommendation adopted, 2023 WL 7458353 (D. Colo. Oct.
11, 2023); Wright Med. Tech., Inc. v. Paragon 28, Inc., No. 18-cv-00691-PAB-STV, 2019
WL 4751807, at *3 (D. Colo. Sept. 30, 2019).
But this pleading requirement is not a high bar. “At the motion to dismiss stage, a
plaintiff 	need 	not 	identify 	the 	specific 	documents 	or 	records 	that 	were 	allegedly
misappropriated, . . . or establish that a particular category of information is, in fact, a
trade secret.” Hauschild GMBH & CO. KG v. FlackTek, Inc., No. 20-cv-02532-PAB-STV,
2022 WL 392501, at *9 (D. Colo. Feb. 9, 2022) (DTSA case). 	A plaintiff simply must
identify the alleged trade secrets with enough specificity to put the defendant on notice
about what information or material is at issue. Kiosk Info. Sys., 2023 WL 4269409, at *4.
“Simply 	identifying 	specific 	categories 	of 	documents 	and 	information 	allegedly
misappropriated is sufficient to identify trade secret information at the motion to dismiss
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 15 of 45

16
stage.” Id.
CentiMark alleges that it “possesses valuable trade secrets, including but not
limited to certain business information and proprietary marketing strategies, relating to
the roofing business, its operations, its customers, its employees, its financial data, and
its products.” [Doc. 32 at ¶ 94]. It also alleges that Mr. Hilfer was “exposed to CentiMark’s
. . . trade secrets, . . . including profit margins, pricing, unique problems or difficulties
faced with customers and/or projects that could be exploited by a competitor, customer
contact information, sales lists, and sales volumes of customers.” 	[Id. at ¶ 77]. 	And it
specifically identifies “CentiMark monthly ‘Workbooks’” that “contain[] the names of [its]
most valuable accounts, along with each account’s purchase history going back to 2020,”
“target accounts and sales prospects,” and “sales histories.” [Id. at ¶ 52]. Courts in this
District have found similar allegations sufficient to survive a motion to dismiss. See, e.g.,
Wright Med. Tech., 2019 WL 4751807, at *3; Kiosk Info. Sys., 2023 WL 4269409, at *5;
SBM Site Servs., LLC v. Garrett, No. 10-cv-00385-WJM-BNB, 2012 WL 628619, at *10
(D. Colo. Feb. 27, 2012). 	Indeed, “[t]he cases rejecting trade secret claims for lack of
specificity are predominantly at later stages in the litigation process.” 	SBM Site Servs.,
2012 WL 628619, at *10. 	And although Defendants assert that they cannot ascertain
what constitutes a “trade secret” versus other “Confidential Information” referenced in the
Amended Complaint, [Doc. 54 at 11], they do not explain why a clear delineation must be
ascertained at the pleading stage. Accordingly, the Court declines to dismiss the CUTSA
claim on this basis.
As for Defendants’ other argument, the Court also finds that it does not provide a
persuasive basis for dismissal. 	Recognizing that, to constitute a trade secret under
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 16 of 45

17
CUTSA, the owner of the trade secret “must have taken measures to prevent the secret
from becoming available to persons other than those selected by the owner to have
access thereto for limited purposes,” Colo. Rev. Stat. § 7-74-102(4), Defendants contend
that 	Plaintiff 	fails 	to 	allege 	that 	its 	trade 	secrets 	are 	private, 	since 	“CentiMark
acknowledges that the putative ‘trade secrets’ here have been disclosed to third parties,”
[Doc. 54 at 12]. 	In support, Defendants reference paragraph 79 of the Amended
Complaint, which alleges that “[t]o the extent any of CentiMark’s Confidential Information,
including but not limited to, its known relationships with certain clients, its public bid
proposals, and its Roof Assessment and Proposed Solution Documents, are provided to
third parties like its customers, it maintains independent value to CentiMark’s business
and is protectable.” 	[Doc. 32 at ¶ 79]. 	Not only does this paragraph not address the
numerous categories of trade secrets identified above, but Plaintiff also clarifies in its
Response its position that the Roof Assessment and Proposal Solution Documents “may
not be considered trade secrets given that customers receive them for their own
accounts” but that, in its view, these documents are “still protectable.” [Doc. 65 at 9 n.2].
Therefore, Defendants’ argument does not persuade the Court that dismissal is warranted
on this basis.
Plaintiff alleges in its Amended Complaint that it “has taken considerable efforts to
ensure 	that 	its 	unique 	strategies, 	processes, 	and 	information 	remain 	confidential,
including but not limited to, requiring its employees to sign restrictive covenants, ensuring
databases are password-protected, and requiring multi-factor authentication for access
to Confidential Information and trade secrets.” 	[Doc. 32 at ¶ 72]. 	It also alleges that it
took other measures to protect its trade secrets, such as “requiring employment
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 17 of 45

18
agreements with appropriate restrictive covenants for top management-level employees,
restricting access to trade secrets to only those employees who require the information
to perform their job functions, password-protecting its databases with trade secrets, and
utilizing multi-factor authentication.” [Id. at ¶ 98]. These allegations are sufficient to allege
that Plaintiff took measures to protect its trade secrets. 	The Court will not dismiss the
CUTSA claim under Rule 12(b)(6).
b. 	Claim Three: Breach of Fiduciary Duty
Plaintiff alleges that Mr. Hilfer breached the duties of “loyalty, good faith, and fair
dealing” that he owed to CentiMark. [Doc. 32 at ¶ 107]. Defendants argue that this claim
should be dismissed because (1) the claim is preempted by CUTSA, [Doc. 54 at 13–14];
and (2) it is barred by the economic loss rule, [id. at 17–20].
CUTSA Preemption. CUTSA “displaces conflicting tort, restitutionary, and other
law of this state providing civil remedies for misappropriation of a trade secret.” 	Colo.
Rev. Stat. Ann. § 7-74-108(1). 	In other words, “CUTSA preempts common law claims
that ‘conflict’ with its trade secret misappropriation provisions.” Abbott Labs v. Finkel, No.
17-cv-00894-CMA-KMT, 2017 WL 5517399, at *3 (D. Colo. Nov. 17, 2017) (citing Powell
Prods., Inc. v. Marks, 948 F. Supp. 1469, 1474 (D. Colo. 1996)). 	The statute does not
displace “[c]ontractual remedies, whether or not based upon misappropriation of a trade
secret,” or “[o]ther civil remedies that are not based upon misappropriation of a trade
secret.” Colo. Rev. Stat. § 7-74-108(2).
“[I]f a common law claim is no more than a restatement of the same operative facts
which would plainly and exclusively spell out trade secret misappropriation, preemption
is appropriate.” Abbott Labs, 2017 WL 5517399, at *3. However, when a claim “involv[es]
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 18 of 45

19
a trade secret misappropriation issue” but also “include[s] additional elements not
necessary for a misappropriation claim” under CUTSA, the claim is not preempted.
Powell, 948 F. Supp. at 1474; see also Wright Med. Tech, 2019 WL 4751807, at *5. “The
salient question in addressing . . . preemption is whether a challenged common law claim
depends solely on a finding of trade secret status to be actionable. 	Where it does not,
the claim is not preempted.” 	Virtual Cloud Servs., Inc. v. CH2M Hill, Inc., No. 02-cv-
01004-JLK-BNB, 2006 WL 446077, at *2 (D. Colo. Feb. 21, 2006).
To state a claim for breach of fiduciary duty, a plaintiff must allege “(1) that the
defendant was acting as a fiduciary of the plaintiff; (2) that the defendant breached a
fiduciary duty to the plaintiff; (3) that the plaintiff incurred damages; and (4) that the
defendant’s breach of fiduciary duty was a cause of the plaintiff’s damages.” 	Sewell v.
Great N. Ins. Co., 535 F.3d 1166, 1172 (10th Cir. 2008) (citing Graphic Directions, Inc. v.
Bush, 862 P.2d 1020, 1022 (Colo. App. 1993)).
Defendants argue that the fiduciary duty claim is preempted because Plaintiff
supports the claim only with allegations that Mr. Hilfer allegedly sent Plaintiff’s trade secret
information to his personal email address. 	[Doc. 54 at 14]. 	Plaintiff responds that the
fiduciary duty claim “plainly refers to Hilfer’s duties of loyalty, good faith, and fair dealing
that he owed to CentiMark” and that “[u]nder a duty of loyalty, employees maintain a
responsibility not to prepare to unfairly compete with their employers concerning the
subject matter of their employment.” [Doc. 65 at 11]. It argues that Mr. Hilfer breached
his fiduciary duties to CentiMark by, inter alia, using CentiMark’s confidential information
to make sales calls to CentiMark customers and solicit their business, which amounted
to competing with CentiMark while still employed by the company. [Id.; Doc. 32 at ¶¶ 14,
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 19 of 45

20
109–10].
Claim Three is not preempted. 	Plaintiff could succeed on Claim Three based on
Mr. Hilfer’s alleged improper solicitations even without a conclusion that the information
he allegedly misused was a trade secret. Because this claim does not depend on trade
secret status and includes elements not necessary for a misappropriation claim, the claim
is not preempted by CUTSA. 	Colo. Rev. Stat. § 7-74-108(2); Powell, 948 F. Supp. at
1474; Virtual Cloud Servs., 2006 WL 446077, at *3 n.3 (breach of fiduciary duty claim was
not preempted because the claim “would be actionable independently of any claim that
[the defendant] misappropriated [the plaintiff’s] purported trade secrets”).
Economic Loss Rule. 	Next, Defendants argue that this claim should be
dismissed pursuant to the economic loss rule. [Doc. 54 at 17]. Colorado’s economic loss
rule dictates that “a party suffering only economic loss from the breach of an express or
implied contractual duty may not assert a tort claim for such a breach absent an
independent duty of care under tort law.” Town of Alma v. AZCO Constr., Inc., 10 P.3d
1256, 1264 (Colo. 2000). Plaintiff argues, however, that dismissal based on the economic
loss rule would be premature at the pleading stage. [Doc. 65 at 14–16].
The Court respectfully agrees with Plaintiff that a ruling based on the economic
loss doctrine would be premature at these early stages of the case. Courts in this District
routinely decline to dismiss claims at the pleading stage based on the economic loss rule.
See, e.g., Bartch v. Barch, No. 18-cv-03016-RBJ-NYW, 2022 WL 3597119, at *3 (D. Colo.
May 9, 2022) (“I decline to dismiss the conversion claim at this stage. . . . 	Plaintiff is
permitted to plead the contract and conversion claims in the alternative.”); GEA Power
Cooling Sys., LLC v. Bechtel Power Corp., No. 09-cv-02051-RPM, 2010 WL 1241290, at
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 20 of 45

21
*1 (D. Colo. Mar. 18, 2010) (“While an election may be required at some time before trial,
a ruling on the applicability of the economic loss rule at this pleading stage would be
premature.”); Affordify, Inc. v. Medac, Inc., No. 19-cv-02082-CMA-NRN, 2019 WL
7756063, at *3 (D. Colo. Dec. 26, 2019) (agreeing that dismissal based on economic loss
rule would be “premature” at the pleading stage), report and recommendation adopted,
2020 WL 417554 (D. Colo. Jan. 25, 2020); M.M.A. Design, LLC v. Capella Space Corp.,
No. 18-cv-02957-MSK-NRN, 2019 WL 3973935, at *4 (D. Colo. Aug. 21, 2019) (declining
to address economic loss rule, as it was “a matter that [was] best deferred to future
summary judgment proceedings”).
“[I]nconsistent contract and tort claims may be pled in the alternative.” 	Gorsuch,
Ltd. v. Wells Fargo Nat’l Bank Ass’n, No. 11-cv-00970-PAB-MEH, 2013 WL 6925132, at
*3 (D. Colo. Dec. 13, 2013), aff’d, 771 F.3d 1230 (10th Cir. 2014); see also Fed. R. Civ.
P. 8(d)(3). At this time, Defendants have not filed an answer to the Amended Complaint,
and have thus not admitted nor denied the existence or validity of the Hilfer Agreement.
The Court declines to make a ruling on the applicability of the economic loss rule at this
time and elects to wait until a more fulsome record is developed through discovery.
Accordingly, the Court will not dismiss Claim Three.
c. 	Claim Four: Unjust Enrichment Against Mr. Hilfer
Defendants seek dismissal of Plaintiff’s unjust enrichment claim against Mr. Hilfer
on three grounds: (1) the claim is preempted by CUTSA, [Doc. 54 at 13–16]; (2) the claim
is barred by the economic loss rule, [id. at 17–20]; and (3) Plaintiff’s allegations are
insufficient to state a plausible claim, [id. at 20–21]. 	The Court finds the third argument
dispositive and limits its analysis to that argument.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 21 of 45

22
To state a claim for unjust enrichment, a plaintiff must allege that “(1) at [the]
plaintiff’s expense (2) [the] defendant received a benefit (3) under circumstances that
would make it unjust for [the] defendant to retain the benefit without paying.” 	Robinson
v. Colo. State Lottery Div., 179 P.3d 998, 1007 (Colo. 2008). 	Defendants contend that
Claim Four should be dismissed under Rule 12(b)(6) because Plaintiff alleges only that
Mr. Hilfer received a benefit at Nations’s and NROC’s expense (in the form of salary,
commissions, and other benefits), and not at Plaintiff’s expense. 	[Doc. 54 at 21]. 	In its
Response, CentiMark contends that Mr. Hilfer “gained significant advantages for his new
role and his continued career in the roofing industry at CentiMark’s expense, amounting
to much, much more than merely retaining commissions and a salary from Nations Roof
as a result of his bad acts.” [Doc. 65 at 17]. It insists that Mr. Hilfer retained the “benefit
of his knowledge and access to CentiMark’s company resources,” which benefited Mr.
Hilfer’s career. [Id.].
But by focusing only on whether knowledge and information gained during the
course of his employment was a “benefit,” Plaintiff does not direct the Court to any
allegations in the Amended Complaint alleging that Mr. Hilfer received this benefit at
Plaintiff’s expense. 	See [id.]. 	In fact, the Amended Complaint alleges that Mr. Hilfer
“improperly accepted and retained salary, commission payments, and other benefits from
Nations [and NROC] for his illegal conduct” and that it would “be inequitable and unjust
for Hilfer to be permitted to retain such benefits” because “[s]uch benefits properly belong
to CentiMark.” 	[Doc. 32 at ¶¶ 117–18]. 	And while the Amended Complaint vaguely
references Plaintiff’s “lost business opportunities and lost contracts or bids with existing
customers,” [id. at ¶ 92], there are no specific factual allegations detailing which
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 22 of 45

23
customers, contracts, or bids were lost, and in any event, Plaintiff does not attempt to tie
any of these lost business opportunities to Mr. Hilfer unjustly retaining any benefit, see
[id.]; see also [Doc. 65].
Accordingly, the Court agrees with Defendants that Plaintiff fails to state an unjust
enrichment claim against Mr. Hilfer. Accordingly, this claim will be DISMISSED without
prejudice under Rule 12(b)(6).
d. 	Claim Five: Tortious Interference With a Contract
As for Claim Five, Defendants argue that this claim should be dismissed based on
CUTSA preemption, the economic loss doctrine, and Plaintiff’s failure to state a plausible
claim. [Doc. 54 at 16–23]. Again, the Court finds the third argument dispositive.
Defendants point out that the Amended Complaint does not “identify any contracts
with 	which 	Defendants 	allegedly 	interfered 	or 	that 	CentiMark 	had 	a 	reasonable
expectancy of being awarded those contracts that were publicly out for bid.” 	[Id. at 21,
23–24]. 	They also argue that Plaintiff fails to plausibly allege that Defendants engaged
in wrongful or improper conduct in any inducement. [Id. at 21–23].
To state a claim for tortious interference with a contract, a plaintiff must allege that
the defendant “(1) was aware of the existence of the contract; (2) intended that one of the
parties breach the contract; (3) induced the party to breach the contract or make it
impossible for him or her to perform; and (4) acted ‘improperly’ in causing the breach.”
Hertz v. Luzenac Grp., 576 F.3d 1103, 1118 (10th Cir. 2009) (citing Krystkowiak v. W.O.
Brisben Cos., 90 P.3d 859, 871 (Colo. 2004)).
Defendants argue that Plaintiff’s tortious interference with a contract claim should
be dismissed because the Amended Complaint does not “identify any contracts with
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 23 of 45

24
which Defendants allegedly interfered or that CentiMark had a reasonable expectancy of
being awarded those contracts that were publicly out for bid.” [Doc. 54 at 21]. CentiMark
counters that it has sufficiently alleged “each of the required tortious interference
elements,” including that “it had a contract with a third party” and that Defendants,
“through their words, conduct, or both, intentionally caused the third party not to perform
or to terminate its contract with CentiMark.” [Doc. 65 at 18 (citing [Doc. 32 at ¶¶ 56–63,
65, 124–25, 128–30, 132, 140–42, 145])].
With respect to customer contracts, the Court disagrees with Plaintiff’s argument,
which 	tellingly 	fails 	to 	identify 	a 	single 	customer 	contract 	that 	was 	breached 	or
disregarded or a single “third party” that failed to follow through on its contract with
CentiMark. See [id.]. The Amended Complaint’s references to Plaintiff’s existing clients
generally, [Doc. 32 at ¶¶ 56–57, 59–60], or vague references to “numerous contractual
relations” with unnamed customers, [id. at ¶¶ 124–25], are insufficient to plausibly allege
the existence of a contract, or contracts, that Defendants purportedly interfered with.
Insofar as Plaintiff argues that it has “satisfactorily pled the existence of contracts that
[Defendants] have interfered with, including Customers A, B, and C,” [Doc. 65 at 19], the
Court disagrees. 	The Amended Complaint does not actually allege that Customer A,
Customer B, or Customer C breached any contract with Plaintiff, see [Doc. 32], which is
a necessary element of the claim, Hertz, 576 F.3d at 1118 (“[T]he contract must be
breached. If the contract has been fully performed, then there has been no interference.”).
“Most business-tort cases do identify the specific contracts allegedly disrupted.”
Cocona, Inc. v. Singtex Indus. Co., No. 14-cv-01593-MJW, 2014 WL 5072730, at *13 (D.
Colo. Oct. 9, 2014) (citing cases). “That identification is important: ‘[a]bsent notice to the
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 24 of 45

25
defendants of some facts surrounding the type or nature of the ‘contracts’ their conduct
allegedly interfered with,’ a claim does not satisfy even Rule 8(a) pleading standards.” Id.
(quoting AccuImage Diagnostics Corp. v. Terarecon, Inc., 260 F. Supp. 2d 941, 956 (N.D.
Cal. 2003)).
While Plaintiff argues that it “does not need to prove any contracts at this early
stage, without the benefit of further discovery,” [Doc. 65 at 19], it still must provide
sufficient factual allegations to state a plausible claim, Iqbal, 556 U.S. at 	678; see also
Matney v. Barrick Gold of N. Am., 80 F.4th 1136, 1145 (10th Cir. 2023) (instructing that
courts must “disregard conclusory allegations,” i.e., allegations “in which an inference is
asserted without stating underlying facts or including any factual enhancement” (quotation
omitted)). 	And Plaintiff does not explain why discovery is necessary for it to identify its
own contracts with its own customers that its own customers allegedly breached or failed
to perform on. See [Doc. 65 at 19].
There is one contract that Plaintiff identifies in the Amended Complaint—the Hilfer
Agreement. CentiMark alleges that Nations and NROC knew of the Hilfer Agreement and
“encourag[ed], allow[ed], and assist[ed] Hilfer” in breaching the Agreement. [Doc. 32 at
¶¶ 122–23]. 	Defendants maintain that Plaintiff cannot state a claim because “Plaintiff
does not allege any wrongful means utilized by Nations/NROC to interfere with” the Hilfer
Agreement. [Doc. 54 at 23]. They argue that Plaintiff’s allegation that Nations and NROC
“encourag[ed], allow[ed], and assist[ed] Hilfer to breach” the Agreement is conclusory and
insufficient to support a plausible claim. 	[Id.]. 	CentiMark responds that “Defendants’
conduct amounts to improper or wrongful means that itself is capable of forming the basis
of their liability.” [Doc. 65 at 18]. Plaintiff asserts that “[g]iven the misappropriation claim,
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 25 of 45

26
breach of contract, and unjust enrichment claims at issue, it is evident that Defendants’
interference is independently actionable, and therefore appropriately relieved through
tortious interference claims.” [Id. at 18–19].
The Court is respectfully unpersuaded by Plaintiff’s argument. 	Neither the
misappropriation claim nor the breach of contract claim is asserted against Nations or
NROC, [Doc. 32 at ¶¶ 80–105], so those claims do not provide support for Plaintiff’s
position that Nations or NROC acted improperly. 	As for the unjust enrichment claim
against the entities, that claim contains only conclusory allegations that Nations and
NROC “collaborated with” Mr. Hilfer and assisted him in breaching the Hilfer Agreement.
[Id. at ¶ 134]. These allegations are insufficient to plausibly allege that Nations or NROC
acted “improperly.” See DTC Energy Grp., Inc. v. Hirschfeld, 420 F. Supp. 3d 1163, 1179
(D. Colo. 2019) (allegations that defendants “plot[ted]” with former employee to “steal” the
plaintiff’s business and “induced” the employee to breach his employment agreement
were insufficient); Insight Glob. LLC v. McDonald, No. 17-cv-01915-MSK-MJW, 2018 WL
2092486, at *4 (D. Colo. May 3, 2018) (dismissing interference claim because the
defendant’s knowledge of employee’s contractual obligations to former employer did “not
indicate how [the defendant] induced [the former employee] to breach them”).7
Accordingly, the Court agrees with Defendants that Plaintiff does not state a
plausible claim for tortious interference with a contract against any Defendant. Claim Five
7 Both Parties frame this issue in part as a component of a “competitor’s privilege”
affirmative defense. See [Doc. 54 at 22; Doc. 65 at 18]. Because improper inducement
is an element of a tortious interference claim, Krystkowiak, 90 P.3d at 871; Covelo
Clothing, Inc. v. Midcap Credit LLC, No. 17CA0104, 2018 WL 11714638, at *4 (Colo. App.
Mar. 1, 2018), the Court finds it more appropriate to frame its analysis as an evaluation
of Plaintiff’s pleading requirements, not the assertion of any affirmative defense.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 26 of 45

27
will be DISMISSED without prejudice.
e. 	Claim Seven: 	Tortious Interference With Prospective
Business Relations
The Court next turns to Claim Seven due to its significant similarities to Claim Five.
Defendants seek dismissal of Claim Seven, which asserts a claim of tortious interference
with prospective business relations, based on CUTSA preemption, the economic loss
rule, and failure to state a plausible claim. [Doc. 54 at 16–23].
CUTSA Preemption. Defendants contend that the claim for tortious interference
with prospective business relations is preempted “[t]o the extent that . . . [it] relate[s] to
CentiMark’s 	allegation 	that 	the 	Defendants 	took, 	disclosed, 	or 	used 	CentiMark’s
information.” [Id. at 16]. This argument is not developed any further aside from a citation
to RV Horizons, Inc. v. Smith, where this Court held that a tortious interference claim was
preempted by CUTSA. See [id.]; see also RV Horizons, Inc. v. Smith, No. 18-cv-02780-
NYW, 2019 WL 1077366, at *17 (D. Colo. Mar. 7, 2019) (concluding that interference
claim was preempted because it was based on the improper use of trade secrets and was
“indistinguishable from” a CUTSA claim).
The Court is respectfully unpersuaded by this limited argument. 	First, Plaintiff
alleges that Defendants engaged in tortious interference with prospective business
relations by, inter alia, using Plaintiff’s non-trade-secret (but still confidential and valuable)
information to divert customers away from Plaintiff’s business. 	[Doc. 32 at ¶¶ 79, 139–
45]. 	Thus, unlike RV Horizons, the interference claim is not “indistinguishable” from a
CUTSA claim. 	Cf. M.M.A. Design, 2019 WL 3973935, at *4 (finding claims were not
preempted “to the extent they concern[ed] information that [was] not a ‘trade secret’ under
state law”). 	Moreover, as explained above, when a claim “involv[es] a trade secret
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 27 of 45

28
misappropriation issue” but also “include[s] additional elements not necessary for a
misappropriation claim,” CUTSA preemption does not apply. 	Powell, 948 F. Supp. at
1474. 	Since “[t]ortious interference with a prospective business relation requires a
showing of intentional and improper interference preventing formation of a contract,”
Amoco Oil Co. v. Ervin, 908 P.2d 493, 500 (Colo. 1995), and a CUTSA misappropriation
claim contains no such requirement, Gates Rubber Co., 9 F.3d at 847, the tortious
interference claim is not preempted.
Economic Loss Rule. Next, Defendants assert that the economic loss rule bars,
and requires dismissal of, Claim Seven. 	[Doc. 54 at 19]. 	For the reasons discussed
above, see supra Section I.B.2.b., the Court declines to make a ruling on the application
of this doctrine at the pleading stage.
Rule 12(b)(6). To state a claim for tortious interference with prospective business
relations, CentiMark must allege “(i) that the Defendants either induced a third person not
to enter into or continue a contractual relationship with [Plaintiff], or prevented [Plaintiff]
from acquiring or continuing the prospective relation; (ii) that the Defendants did so
intentionally; and (iii) that they used improper means to do so.” L-3 Commc’ns Corp. v.
Jaxon Eng’g & Maint., Inc., 863 F. Supp. 2d 1066, 1085–86 (D. Colo. 2012) (citing MDM
Group Assocs., Inc. v. CX Reinsurance Co., 165 P.3d 882, 886 (Colo. App. 2007)).
Defendants argue that the claim for tortious interference with prospective business
relations “fails because the [Amended Complaint] does not identify any particular
business expectancies at issue, nor does it include any allegations to establish that such
unidentified expectancies had materialized beyond a mere hope of future work.” 	[Doc.
54 at 24–25]. In Defendants’ view, “CentiMark fails to even proffer any factual allegations
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 28 of 45

29
sufficient to establish that these (unidentified) prospective relationships were damaged or
inhibited by Defendants’ alleged actions or how.” 	[Id. at 25]. 	In response, CentiMark
asserts that its allegations are adequate because it has alleged “the existence of”
Plaintiff’s “continuing relationships [with] Customers A, B, and C” as an incumbent service
provider, and it suggests that these allegations are “‘sufficient to establish a reasonable
probability’ that a contract would have resulted absent the [tortious] interference.” [Doc.
65 at 19 (quoting L-3 Commc’ns Corp., 863 F. Supp. 2d at 1086)]; see also [id. (arguing
that “[t]he nature of CentiMark’s continuing business with its customers is significant to its
interference claims”)].
At the motion-to-dismiss stage, the Court must accept Plaintiff’s allegations as true
and view them in the light most favorable to Plaintiff. Casanova, 595 F.3d at 1124. The
Court must also draw all reasonable inferences from the allegations in the light most
favorable to Plaintiff. 	Dias v. City & Cnty. of Denver, 567 F.3d 1169, 1178 (10th Cir.
2009). In so doing, the Court finds that Plaintiff’s allegations are sufficient at the pleading
stage to survive a Rule 12(b)(6) motion. 	CentiMark alleges that it “has numerous
prospective contractual relations with customers . . . and prospective customers,” which
clearly includes Customers A, B, and C. 	[Doc. 32 at ¶¶ 140–41]; see also [id. at ¶ 139
(incorporating prior allegations by reference, including those regarding Customers A, B,
and C)]. 	Plaintiff alleges that Defendants “intentionally and improperly utilized [its]
Confidential Information to interfere with [its] prospective business relationships and divert
those relationships to Nations Roof.” 	[Id. at ¶ 142].8 	And elsewhere, it describes how
8 In an unpublished case, the Tenth Circuit recognized that “several Colorado courts have
held that, in a tortious interference with prospective business relations case, it is not
necessary that the plaintiff identify a specific customer relationship or a specific customer
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 29 of 45

30
Defendants allegedly did so—by using CentiMark’s Confidential Information related to
business strategies surrounding prospective or existing customers to solicit those
customers and divert business away from CentiMark. 	See [id. at ¶¶ 56–65]. 	Plaintiff
alleges that Defendants’ actions have “damag[ed] its prospective business relationships
with its employees and customers.” 	[Id. at ¶ 144]. 	While Plaintiff’s allegations may not
contain significant factual detail, they are sufficient to state a claim at this stage in the
proceedings. The Court finds no basis to dismiss Claim Seven at this time.
f. 	Claim Six: Unjust Enrichment Against Nations and NROC
Defendants argue that this claim should be dismissed because (1) it is preempted
by CUTSA, [Doc. 54 at 13–16 & n. 4]; and (2) Plaintiff fails to state a claim under Rule
12(b)(6), [id. at 25–26].
CUTSA Preemption. Defendants argue in a footnote that the unjust enrichment
claim against the entities is preempted because “CentiMark generally alleges that . . .
Nations and NROC utilized CentiMark’s ‘Confidential Information’ to solicit CentiMark’s
customers and employees and to compete against CentiMark,” and these allegations “are
subsumed within the common nuclei of facts underlying the CUTSA claim and are
preempted by CUTSA.” [Id. at 15–16 & n.4]. Plaintiff argues in response that the CUTSA
claim cannot preempt any claims against Nations and NROC because the CUTSA claim
with whom [it] had a prospective relationship.” 	Pers. Dep’t, Inc. v. Pro. Staff Leasing
Corp., 297 F. App’x 773, 777 (10th Cir. 2008) (cleaned up) (applying Colorado law); but
see Kalhorn v. Pham, No. 18-cv-01685-RBJ, 2021 WL 2102820, at *11–12 (D. Colo. May
25, 2021) (discussing conflicting case law about the elements of an interference with
prospective business relations claim, and ultimately concluding that even if “knowledge
of a specific prospective business advantage is not required,” the “defendant must have
knowledge of something related to plaintiff’s business in order for the tort to be
established”). The Parties do not raise arguments debating the required elements of the
claim, and so the Court does not definitively rule on this issue.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 30 of 45

31
is only raised against Mr. Hilfer. 	[Doc. 65 at 10]. 	In their reply brief, Defendants assert
that “[w]hile Colorado courts have not addressed whether CUTSA preemption can be
avoided by pleading trade secret misappropriation against one defendant and related tort
claims against others, a Utah court found that tort claims against non-trade-secret-
defendants were nevertheless preempted.” 	[Doc. 68 at 5 (citing CDC Restoration &
Const., LC v. Tradesmen Contractors, LLC, 274 P.3d 317, 322, 333 (Utah Ct. App.
2012))].
The Court could similarly locate no Colorado state or federal courts addressing this
issue, but it finds CDC Restoration distinguishable. 	The CDC Restoration court did not
specifically address whether a misappropriation claim against one defendant could
preempt a separate claim against an entirely different defendant, and there is no
indication in that order that the CDC Restoration court was even presented with that issue.
Moreover, the CDC Restoration opinion—which applies Utah law—applied a preemption
standard different from to standard set out in the Colorado case law cited above; in CDC
Restoration, the court concluded that “a claim is preempted to the extent that it is based
on factual allegations supporting a misappropriation of trade secrets or otherwise
confidential information.” 	CDC Restoration, 274 P.3d at 331. 	Colorado courts do not
apply such a broad preemption standard; rather, CUTSA does not preempt “claims that,
although involving a trade secret misappropriation issue, include additional elements not
necessary for a misappropriation claim under . . . [C]UTSA.” Powell Prods., 948 F. Supp.
at 1474.
Although Colorado courts have not addressed this issue, the Court declines to rule
at the pleading stage that a CUTSA claim can preempt a separate claim against an
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 31 of 45

32
entirely different defendant—who is not alleged to have misappropriated trade secrets—
simply because there may be some overlap in the underlying facts. 	Accordingly, this
claim is not preempted.
Rule 12(b)(6). Alternatively, Defendants contend that Plaintiff’s unjust enrichment
claim against Nations and NROC should be dismissed because the claim is not
“supported by any factual allegations whatsoever.” 	[Doc. 54 at 26]. 	Respectfully, the
Court finds that this argument is insufficiently developed in the context of this case. 	A
generalized argument that these claims lack factual development, without any argument
addressing the elements of the claim or explaining why the factual allegations in the 150-
paragraph Amended Complaint are insufficient to state a claim, does not meaningfully
present a Rule 12(b)(6) argument to the Court. 	And it is not this Court’s duty to
independently, without any substantive argument from Defendants, review the Amended
Complaint or conduct research on Defendants’ behalf to ascertain whether Plaintiff’s
allegations plausibly a claim. 	See United States v. Wooten, 377 F.3d 1134, 1145 (10th
Cir. 2004) (“The court will not consider such issues adverted to in a perfunctory manner,
unaccompanied by some effort at developed argumentation.” (quotation omitted));
Statebridge Co. v. Martin-Powell, LLC, No. 18-cv-02279-KLM, 2019 WL 2866692, at *9
(D. Colo. July 3, 2019) (denying motion to dismiss where the defendant’s “scant argument
cite[d] no legal authority and d[id] not address the elements of a breach of contract claim”).
Accordingly, the Court will not dismiss the unjust enrichment claim against Nations and
NROC.
g. 	Claim Eight: Civil Conspiracy
Finally, Defendants argue that Plaintiff’s civil conspiracy claim should be dismissed
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 32 of 45

33
because it is preempted by CUTSA, barred by the economic loss rule, and insufficiently
pled. [Doc. 54 at 16–17, 25–26].
Preemption. “To state a claim for civil conspiracy under Colorado law, a plaintiff
must allege: ‘(1) two or more persons . . .; (2) an object to be accomplished; (3) a meeting
of the minds on the object or course of action; (4) one or more unlawful overt acts; and
(5) damages as the proximate result thereof.’” Wagner v. CHER, LLC, No. 18-cv-01007-
STV, 2018 WL 6046432, at *5 (D. Colo. Nov. 19, 2018) (quoting In re Qwest Commc’ns
Int’l, Inc. Sec. Litig., 387 F. Supp. 2d 1130, 1153 (D. Colo. 2005)). Here, Plaintiff alleges
that Mr. Hilfer, Nations, and NROC engaged in a conspiracy “to effectuate the breach of
Hilfer’s fiduciary duties to CentiMark and the misappropriation of CentiMark’s Confidential
Information, trade secrets, business information, and proprietary resources.” [Doc. 32 at
¶ 147]. Defendants’ preemption argument is bare, relying on its arguments with respect
to the fiduciary duty claim and the fact that “trade secrets” are mentioned in paragraph
147 of the Amended Complaint. [Doc. 54 at 16–17]. This argument is insufficient to show
preemption. 	The conspiracy claim is not simply “a restatement of the same operative
facts” underlying the misappropriation claim, Abbott Labs, 2017 WL 5517399, at *3, and
instead requires “additional elements not necessary for a misappropriation claim,” Powell,
948 F. Supp. at 1474. The claim is not preempted.
Economic Loss Rule. 	Defendants argue that the conspiracy claim is barred by
the economic loss rule. 	[Doc. 54 at 17]. 	For the reasons discussed above, see supra
Section I.B.2.b., the Court declines to make a ruling on the application of this doctrine at
the pleading stage.
Rule 12(b)(6). Defendants also contend that the civil conspiracy claim should be
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 33 of 45

34
dismissed because it is not “supported by any factual allegations whatsoever.” [Doc. 54
at 26]. 	As the Court explained above, this argument is not sufficiently presented to the
Court, and the Court will not independently review the Amended Complaint to compare
the factual allegations against the required elements of a conspiracy claim. Wooten, 377
F.3d at 1145; Statebridge, 2019 WL 2866692, at *9. 	Accordingly, the Court will not
dismiss the conspiracy claim as to any Defendant.9
For the reasons set forth above, the Motion to Dismiss is GRANTED in part and
DENIED in part. Claims Four and Five are DISMISSED without prejudice.
II. 	The Motion for Preliminary Injunction
CentiMark seeks a preliminary injunction with respect to five of its claims: 	Claim
One (breach of contract against Mr. Hilfer); Claim Two (CUTSA misappropriation against
Mr. Hilfer); Claim Three (breach of fiduciary duty against Mr. Hilfer); Claim Four (unjust
enrichment against Mr. Hilfer); and Claim Six (unjust enrichment against Nations and
NROC). 	[Doc. 18 at 9–20]. 	Because the Court has dismissed Claim Four, the Court’s
analysis focuses on the other four causes of action.
A. 	Legal Standard
“Preliminary injunctions are extraordinary remedies requiring that the movant’s
right to relief be clear and unequivocal.” Planned Parenthood of Kan. v. Andersen, 882
F.3d 1205, 1223 (10th Cir. 2018). A party seeking preliminary injunctive relief must make
9 Defendants argue in their reply brief that “a corporation and its employees do not
constitute the two or more persons required for a civil conspiracy, at least if the employees
are acting on behalf of the corporation and not as individuals for their individual
advantage.” 	[Doc. 68 at 11 (quotation omitted)]. 	This argument was not raised in the
Motion to Dismiss, and the Court does not address arguments that were raised for the
first time in a reply brief. United States v. Leffler, 942 F.3d 1192, 1197 (10th Cir. 2019).
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 34 of 45

35
a four-part showing, demonstrating that (1) the movant has a likelihood of success on the
merits of its claims; (2) the movant will suffer irreparable harm in the absence of
preliminary relief; (3) the balance of equities tips in the movant’s favor; and (4) an
injunction would be in the public interest. 	Petrella v. Brownback, 787 F.3d 1242, 1257
(10th Cir. 2015). 	A party seeking an injunction must demonstrate that “all four of the
equitable factors weigh in its favor,” Sierra Club, Inc. v. Bostick, 539 F. App’x 885, 888
(10th Cir. 2013), and a “plaintiff’s failure to prove any one of the four preliminary injunction
factors renders its request for injunctive relief unwarranted,” Vill. of Logan v. U.S. Dep’t
of Interior, 577 F. App’x 760, 766 (10th Cir. 2014).
The primary goal of a preliminary injunction is to preserve the pre-trial status quo.
“Status quo” is defined to be the last uncontested status between the parties that
preceded the controversy until the outcome of the final hearing. Schrier v. Univ. of Colo.,
427 F.3d 1253, 1260 (10th Cir. 2005). 	Therefore, courts view the following types of
injunctions 	with 	caution: 	(1) 	preliminary 	injunctions 	that 	alter 	the 	status 	quo;
(2) preliminary injunctions that require the nonmoving party to take affirmative action, i.e.,
“mandatory” preliminary injunctions; and (3) preliminary injunctions that give the movant
all the relief it would be entitled to if it prevailed in a full trial. RoDa Drilling Co. v. Siegal,
552 F.3d 1203, 1208 (10th Cir. 2009). 	Whether to issue a preliminary injunction lies in
the discretion of the trial court. See id.
B. 	Analysis
1. 	Request for Injunctive Relief Against Nations and NROC
The Court first addresses CentiMark’s request for injunctive relief against Nations
and NROC. 	CentiMark seeks a Court order requiring, inter alia, Nations and NROC to
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 35 of 45

36
“return or destroy all CentiMark Confidential Information,” “immediately cease contact with
any CentiMark customer” or “any . . . potential customer listed in Hilfer’s CentiMark sales
‘workbooks,’” and “cease attempts to solicit and/or recruit CentiMark employees.” [Doc.
18 at 2]. However, the Amended Complaint contains no request for this sort of injunctive
relief, or any injunctive relief, against Nations or NROC—the Amended Complaint seeks
only injunctive relief against Mr. Hilfer. See [Doc. 32 at 32 (requesting “[p]reliminary and
permanent injunctive relief requiring Hilfer to abide by the terms of the Hilfer Agreement
and extending the term of the Hilfer Agreement for twelve (12) months after the entry of
any preliminary injunction”)]. And as explained above, with respect to Nations and NROC,
the Motion for Preliminary Injunction concerns only Plaintiff’s unjust enrichment claim.
See [Doc. 18 at 9–20].
There are a few deficiencies with respect to CentiMark’s request for injunctive relief
against Nations and NROC. 	“A preliminary injunction is . . . appropriate to grant
intermediate relief of the same character as that which may be granted finally.” Hicks v.
Jones, 332 F. App’x 505, 508 (10th Cir. 2009) (quoting De Beers Consol. Mines v. United
States, 325 U.S. 212, 220 (1945) (alteration in original)). “A preliminary injunction will not
be granted when it seeks different relief or when it deals with matters outside the issues
in the underlying suit.” 	11A Wright & Miller’s Federal Practice & Procedure § 2947 (3d
ed. Sept. 2025 update). The Motion for Preliminary Injunction seeks equitable relief not
requested in the Amended Complaint; in other words, it seeks relief the Court could not
ultimately grant. 	See George v. George, No. 8:21-cv-00424-JMG-SMB, 2022 WL
625154, at *2 (D. Neb. Mar. 3, 2022) (deeming it “hard” to find a relationship between the
request for injunctive relief and underlying claims where “the plaintiff’s complaint [did not]
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 36 of 45

37
even seek final injunctive relief, meaning that the plaintiff [was] improperly asking for a
preliminary injunction providing more relief more than could be granted finally”). 	And
Plaintiff does not explain how its request for injunctive relief against Nations and NROC,
including the request for an order broadly prohibiting Nations and NROC from contacting
even potential CentiMark customers, is related to its claim for unjust enrichment against
Nations and NROC. 	“When the movant seeks intermediate relief beyond the claims in
the complaint, the court is powerless to enter a preliminary injunction.” 	Zachary v.
Englebird, No. 21-cv-02129-PAB-KLM, 2023 WL 120975, at *2 (D. Colo. Jan. 6, 2023)
(quotation omitted).
Moreover, Plaintiff does not explain how, if an injunction is not entered against
Nations and NROC, it will suffer irreparable harm that cannot be compensated through
money damages. While Plaintiff raises arguments about irreparable harm to its business
value and goodwill, [Doc. 18 at 21–22], it does not connect any such harm to its unjust
enrichment claim against Nations and NROC, which alleges an unjustly retained benefit
on the part of Nations and NROC, [Doc. 32 at ¶¶ 137–38]. And since unjust enrichment
“is 	a 	legal claim 	in quasi-contract for money damages based upon principles of
restitution,” DCB Constr. Co. v. Cent. City Dev. Co., 965 P.2d 115, 118 (Colo. 1998), it is
unclear to the Court why any injury related to Plaintiff’s unjust enrichment claim could not
be remedied through money damages.
Accordingly, the Court finds that Plaintiff has not demonstrated an entitlement to
the preliminary injunctive relief requested against Nations and NROC. 	The Motion for
Preliminary Injunction is respectfully DENIED as to those Defendants.
2. 	Request for Injunctive Relief Against Mr. Hilfer
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 37 of 45

38
To obtain a preliminary injunction, the movant must show (1) a likelihood of
success on the merits; (2) irreparable harm; (3) the balance of equities favors an
injunction; and (4) an injunction would be in the public interest. Petrella, 787 F.3d at 1257.
“[A] showing of probable irreparable harm is the single most important prerequisite for the
issuance of a preliminary injunction,” so “the moving party must first demonstrate that
such injury is likely before the other requirements for the issuance of an injunction will be
considered.” 	Port City Props. v. Union Pac. R.R. Co., 518 F.3d 1186, 1190 (10th Cir.
2008) (quotation omitted). 	Here, the Court’s analysis begins and ends with irreparable
harm.
As a preliminary matter, CentiMark argues in its Motion that “[p]laintiffs do not need
to show irreparable harm ‘when the evidence shows that the defendants engaged in . . .
the act or practices prohibited by a statute which provides for injunctive relief to prevent
such violation.’” [Doc. 18 at 20 (quoting Star Fuel Marts, LLC v. Sam’s E., Inc., 362 F.3d
639, 652 (10th Cir. 2004) (alteration in original))]. To the extent Star Fuel relaxes the test
for a preliminary injunction, that case is no longer good law. 	The Tenth Circuit has
recognized 	that 	“Supreme 	Court 	cases 	following 	Star 	Fuel 	clarified 	the 	narrow
circumstances when a presumption of irreparable injury could apply.” 	First W. Cap.
Mgmt. Co. v. Malamed, 874 F.3d 1136, 1140 (10th Cir. 2017) (cleaned up). “Courts may
presume irreparable harm only when a party is seeking an injunction under a statute
that mandates injunctive relief as a remedy for a violation of the statute.” Id. “When, by
contrast, a statute merely authorizes injunctive relief, courts may not presume irreparable
harm, as doing so would be contrary to traditional equitable principles.” 	Id. (quotation
omitted). Because CUTSA authorizes, but does not mandate, the provision of injunctive
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 38 of 45

39
relief, there is no presumption of irreparable harm. Id. at 1142–43.
Plaintiff alternatively argues, however, that it “has already been irreparably
damaged.” [Doc. 18 at 21]. It goes on to relay case law explaining that irreparable injury
exists if, for example, money damages would be inadequate or difficult to quantify, or
where a company experiences harm to its goodwill, diminished competitiveness, or lost
business opportunities. 	[Id. (citing Dominion Video Satellite, Inc. v. Echostar Satellite
Corp., 356 F.3d 1256, 1260 (10th Cir. 2004) (further citations omitted))]. 	It asserts,
without explanation, that 	“[e]ach of those circumstances [is] evident here.” 	[Id.].
CentiMark also argues that because “[d]amages from the loss of CentiMark’s goodwill are
. . . impossible to quantify,” this establishes irreparable harm. [Id. at 22].
The Court has reviewed each of the comparator cases cited by Plaintiff. 	In Bar
Method Franchisor LLC v. Henderhiser LLC, 580 F. Supp. 3d 979 (D. Colo. 2022), there
was “significant, if not undisputed,” evidence that a former franchisee “had converted
approximately 50 percent of the former [franchise’s] customers to [her new company], as
well as most of the employees of the former franchise,” id. at 989. 	In Dominion Video
Satellite, Inc. v. EchoStar Satellite Corp., 269 F.3d 1149 (10th Cir. 2001),10 the Tenth
Circuit affirmed the trial court’s finding of irreparable harm where the plaintiff’s CEO
“testified 	that 	[the 	plaintiff’s] 	preexisting 	business 	had 	already 	suffered 	from 	[the
defendant’s] actions” and also expressed concerns about damage to future business, id.
10 Plaintiff cites Dominion Video Satellite, Inc. v. Echostar Satellite Corp., 356 F.3d 1256,
1260 (10th Cir. 2004), for the proposition that irreparable harm exists “when the court
would be unable to grant an effective monetary remedy after a full trial because such
damages would be inadequate or difficult to ascertain.” [Doc. 18 at 21]. That quote does
not appear in the 2004 Dominion Video Satellite case, but does appear in the 2001
Dominion Video Satellite case. See Dominion Video Satellite, 269 F.3d at 1156.
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 39 of 45

40
at 1156. 	And in SBM Site Services, the district court granted a preliminary injunction
based on evidence that (1) a former employee, “in the weeks immediately preceding his
resignation,” took “thousands of pages of [the employer’s] documents,” including the
company’s internal customer “pipeline” and pricing documents; (2) the stolen documents
included items that took “thousands of man-hours to develop”; (3) after the employee
went to another company, the other company started doing business in Colorado;
(4) “[u]sing [the plaintiff’s] trade secrets,” the defendant’s new employer became a
“preferred supplier” of one of plaintiff’s clients; and (5) as a result of the new employer
becoming a “preferred supplier,” the new employer was awarded a contract that the
plaintiff company lost out on, see 2011 WL 7563785, at *6–7.
The 	common 	thread 	within 	these 	cases 	is 	that 	the 	plaintiff 	sufficiently
demonstrated irreparable harm from the evidence in the record. 	That is simply not the
case here; Plaintiff fails to cite to specific evidence of the lost goodwill, business
opportunities, or competitive advantage it asserts in its Motion. See [Doc. 18 at 20–22];
see also [Doc. 61 at 12–14]. Despite the lack of specific citations to evidence, the Court
has independently reviewed the declarations submitted by Plaintiff and finds they are
insufficient to support Plaintiff’s assertions of irreparable harm.
First, with respect to Mr. Hilfer’s emails, Plaintiff asserts that “[i]n the weeks before
he resigned, and in breach of the Hilfer Agreement, Hilfer sent multiple emails containing
CentiMark Confidential Information from his CentiMark email to his personal email
address.” [Doc. 18 at 6]. In support, it directs the Court to a declaration of CentiMark’s
network engineer, Michael Reynolds, who says that in 2023 and 2024, Mr. Hilfer sent 22
emails from his CentiMark email account to his personal account. [Doc. 18-5 at ¶¶ 6–7].
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 40 of 45

41
And Shaun Bynum (“Mr. Bynum”), CentiMark’s Vice President of National Accounts, has
submitted a declaration stating that 14 of these emails contained CentiMark’s confidential
information. See [Doc. 61-1 at ¶ 17]; see also [Doc. 18-3 at ¶ 2]. This Court is certainly
troubled by this evidence of Mr. Hilfer’s actions and observes that it might support the
likelihood of success factor on the breach of contract claim. 	See [Doc. 18-2 at §§ 2.1,
2.2]. But the Tenth Circuit has held that even in light of evidence demonstrating former
employees taking confidential information, “the question is not whether [the] alleged
wrongful conduct was real or theoretical. The question is whether their conduct caused
and will continue to cause actual injury that cannot be compensated with money
damages.” Keybank Nat’l Ass’n v. Williams, No. 20-1384, 2022 WL 402379, at *4 (10th
Cir. Feb. 10, 2022); see also Dominion Video, 356 F.3d at 1263–64 (irreparable harm
“do[es] not automatically” arise from the breach of exclusivity, non-compete, or non-
disclosure agreements). 	Here, CentiMark has failed to point this Court to any evidence
connecting any confidential information reflected in these 14 emails to any actual injury—
e.g., any provision of the information to Nations or NROC or any misuse of the information
in soliciting prospective clients.
Second, Plaintiff also argues that there is proof that Mr. Hilfer has been using
CentiMark’s confidential information to improperly solicit Customers A, B, and C. 	[Doc.
18 at 6–7]. 	It contends that it is “undeniable that . . . Hilfer is using CentiMark’s
Confidential Information and trade secrets to solicit business from the very customers he
served as a CentiMark employee.” 	[Doc. 61 at 12]. 	In support, Plaintiff provides the
following evidence:
• 	A declaration from Mr. Bynum stating: 	“On June 2, 2025, a CentiMark
employee reached out to me to inform me that a project manager at
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 41 of 45

42
Customer A was working with Nik Hilfer at Nations Roof. The Customer A
project manager also confirmed that Nations Roof was bidding on all of
Customer A’s capital work. 	Nik’s involvement with Customer A at Nations
Roof is concerning because he has experience with and knowledge of
CentiMark’s pricing and marketing strategies for Customer A, along with the
rest of CentiMark’s Confidential Information.” [Doc. 18-3 at ¶ 13].
• 	A declaration from Mr. Bynum stating: 	“On June 3, 2025, a CentiMark
employee forwarded to me an email invite for a Q&A Session for a Texas
roof project for Customer B. 	Nik Hilfer’s information at Nations Roof was
included on the invite list. 	Nik’s involvement with Customer B at Nations
Roof is concerning because he has experience with and knowledge of
CentiMark’s pricing and marketing strategies for Customer B, along with the
rest of CentiMark’s Confidential Information.” [Id. at ¶ 14].
• 	A declaration from Daryl Klinge, CentiMark’s Vice President of Global
Accounts, [Doc. 18-6 at ¶ 2], stating: “June 2025, [sic] Nik texted me to ask
if I would be at a roof walk in Tennessee for Customer C.5. It appeared to
me that Nik asked me that question as a means of alerting me both that he
was aware of my relationship with Customer C.5 and that he was seeking
to market Nations Roof’s services to Customer C.5,” [id. at ¶ 11].
Plaintiff argues that “CentiMark and its market position, customer relationships, business
goodwill, and overall competitive edge will continue to suffer imminent and irreparable
harm if Hilfer . . . [is] not enjoined.” [Doc. 18 at 22]. However, none of these declarations
provide any showing that Mr. Hilfer has actually used, relied on, or revealed CentiMark’s
Confidential Information since his departure from the company or in the course of his
employment at Nations and/or NROC. 	Mr. Hilfer has declared under penalty of perjury
that he has “never . . . used any CentiMark materials to assist [him] in performing services
for any business other than CentiMark,” [Doc. 43-1 at ¶ 21], and nothing submitted by
Plaintiff rebuts that assertion. 	For instance, CentiMark does not connect any of the
confidential information purportedly reflected in the 14 emails to Customers A, B, or C.
“Purely speculative harm”—such as Plaintiff’s supposition that if Mr. Hilfer is contacting
CentiMark’s clients, he must be using CentiMark’s confidential information to do so—
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 42 of 45

43
cannot justify a preliminary injunction. RoDa Drilling, 552 F.3d at 1210. “[T]here must be
more than an unfounded fear on the part of the [movant].” 11A Wright & Miller’s Federal
Practice & Procedure § 2948.1.11
Third, 	contrary 	to 	Plaintiff’s 	assertion 	that 	it 	“has 	already 	been 	irreparably
damaged,” there is simply no actual evidence of any harm suffered by Plaintiff’s business.
CentiMark has provided no evidence that it has lost customers, bids, or competitiveness
in the marketplace and no evidence establishing a significant chance that this harm will
occur in the future. 	See [Doc. 18]; see also Am. Republic Ins. Co. v. Great-W. Life &
Annuity Ins. Co., No. 09-cv-02857-REB-MEH, 2010 WL 582368, at *4–5 (D. Colo. Feb.
17, 2010) (potential loss of customer goodwill did not justify preliminary relief where the
plaintiff relied on “surmise and conjecture” and “failed to substantiate its assertion that
goodwill in fact [would] be lost”); see also Empower Annuity Ins. Co. of Am. v. Empower
Fin., Inc., No. 23-cv-00062-CNS-SKC, 2023 WL 5938831, at *2–3 (D. Colo. Sept. 12,
2023) (denying motion for preliminary injunction where the plaintiff had no evidence that
it “lost any business, revenue, or that it faces a significant risk of losing business or
revenue” and had not identified any lost customers); Fuel Automation Station, LLC v. Frac
Shack Inc., No. 20-cv-01492-STV, 2021 WL 6118728, at *5 (D. Colo. Nov. 10, 2021)
(declining to enter injunction where the plaintiff “ha[d] not offered any evidence that it ha[d]
actually lost any business or that it face[d] a significant risk of losing business”). 	And
while CentiMark’s allegations, viewed in the light most favorable to it, are sufficient to
11 Plaintiff does not appear to argue that a breach of the Hilfer Agreement’s non-
solicitation of customers provision would result in irreparable harm. See [Doc. 18]. The
Court does not find that it would, as “breach-of-contract claims are prototypically of the
type that are compensable with money damages.” 	Zoll Data Sys., Inc. v. Wave HDC,
LLC, No. 24-cv-00584-DDD-KAS, 2025 WL 2491277, at *7 (D. Colo. Apr. 7, 2025).
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 43 of 45

44
survive dismissal of certain claims at this juncture, such unsupported allegations are
insufficient to justify a preliminary injunction.
Finally, CentiMark argues that “[d]amages from the loss of CentiMark’s goodwill
are also impossible to quantify, resulting in irreparable harm.” 	[Doc. 18 at 22]. 	But an
inability to quantify damage is just one of several factors to consider in determining
whether irreparable harm exists. 	See Dominion Video Satellite, 356 F.3d at 1263. 	An
inability to calculate damages in the event of an injury is insufficient to justify a preliminary
injunction where the movant has not shown an actual or significant risk that an injury will
occur. See Greater Yellowstone Coal. v. Flowers, 321 F.3d 1250, 1258 (10th Cir. 2003)
(explaining that the “irreparable harm requirement is met if a plaintiff demonstrates a
significant risk that [it] will experience harm that cannot be compensated after the fact by
monetary damages” (quotation omitted)). 	Moreover, Plaintiff simply assumes, without
explanation, that any loss of goodwill will be “impossible to quantify.” [Doc. 18 at 22]; see
also [Doc. 61 at 13 (“The human aspect of [Plaintiff’s client] relationships and the goodwill
derived from them are entirely intangible, unquantifiable, and incapable of repair.”)]. But
in many cases, a loss of customers or contracts will be calculable. See, e.g., DTC Energy
Grp., Inc. v. Hirschfeld, 912 F.3d 1263, 1272 (10th Cir. 2018) (concluding that “the prior
loss of [the plaintiff’s] customers and consultants and the general decline of [the plaintiff’s]
value as a business can be quantified in money damages”). Thus, this alone is insufficient
to demonstrate irreparable injury.
Irreparable harm is the “single most important prerequisite for the issuance of a
preliminary injunction.” 	Port City Props., 518 F.3d at 1190. 	Because Plaintiff has not
demonstrated that it will suffer an irreparable injury without the issuance of a preliminary
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 44 of 45

45
injunction against Mr. Hilfer, the Court will not grant this extraordinary remedy. 	Vill. of
Logan, 577 F. App’x at 766. The Motion for Preliminary Injunction is respectfully DENIED.
CONCLUSION
For the reasons set forth above, IT IS ORDERED that:
(1) 	CentiMark’s 	Motion 	for 	Preliminary 	Injunction 	Against 	Nikolaus Hilfer,
Nations Roof, LLC, and Nations Roof of Colorado, LLC [Doc. 18] is
DENIED;
(2) 	Defendants’ 	Motion 	to 	Dismiss 	Plaintiff’s 	First 	Amended 	Complaint
[Doc. 54] is GRANTED in part and DENIED in part; and
(3) 	Claims Four and Five are DISMISSED without prejudice under Rule
12(b)(6).
DATED: January 20, 2026 	BY THE COURT:
_________________________
Nina Y. Wang
United States District Judge
Case No. 1:25-cv-02087-NYW-STV Document 82 filed 01/20/26 USDC Colorado
pg 45 of 45