Union Home Mortgage Corp. v. Ballew et al.

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
UNION HOME MORTGAGE
CORP.,
Plaintiff and
Counter-Defendant,
v.
MICHAEL BALLEW, et al.,
Defendants and
Counter-Claimants.
)
)
)
)
)
)
)
)
)
)
)
)
)
Case No. 1:25-cv-00318
Judge J. Philip Calabrese
Magistrate Judge
Jennifer Dowdell Armstrong
OPINION AND ORDER
Plaintiff Union Home Mortgage Corporation provides prospective home buyers
and 	homeowners 	with 	loans 	and 	other 	products 	for 	financing 	or 	refinancing
residential home mortgages. 	After one of its regional sales managers left the
company to work for a competitor, eight of Union Home Mortgage’s employees
resigned from the company to work for the same competitor. Union Home Mortgage
seeks a preliminary injunction against these eight employees to prevent further
alleged breaches of the provisions in their employment agreements and to protect its
confidential, propriety, and trade secret information. Over two days, the Court held
a preliminary injunction hearing. 	Then, the parties submitted post-hearing briefs.
For the reasons that follow, the Court GRANTS IN PART AND DENIES IN PART
the motion for a preliminary injunction.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 1 of 71. PageID #: <pageID>

2
FINDINGS OF FACT
Over the course of the preliminary injunction hearing, the Court heard
testimony 	from 	the 	following 	witnesses: 	Alex 	Cribari, 	Brian 	Wright, 	Blain
Rosenberry, Andy (Carl) Berryman, Hong (Bobby) Luu, Elias Gonzales, Pedro
Gonzalez, 	Michael 	Ballew, 	Robert 	Webb, 	George 	Tabora, 	and 	Chuck 	Nugent.
Further, the Court admitted Plaintiff’s Exhibits 42–45, 47–51, 59, 62–71, 73–74,
77–79, and 83–84 and Defendants’ Exhibits L, U-1, U-2, U-3, U-4, and U-5. 	(ECF
No. 48.)
Based on the record and the evidence adduced at the hearing on the motion for
a preliminary injunction, the Court makes the following findings of fact for purposes
of Plaintiff’s motion for a preliminary injunction. 	These facts are subject to change
as the parties engage in further discovery.
A. 	Union Home Mortgage’s Business
Plaintiff 	Union 	Home 	Mortgage 	provides 	prospective 	home 	buyers 	and
homeowners refinance and mortgage loan products. 	(ECF No. 1, ¶ 16, PageID #3;
ECF No. 51, ¶ 19, PageID #1195–96.) 	Union Home Mortgage hired Defendants
Michael Ballew, Andy (Carl) Berryman, Elias Gonzales, Pedro Gonzalez, Hong
(Bobby) Luu, Blain Rosenberry, George Tabora, and Robert Webb to work in various
roles as branch managers, area sales managers, team leads, and loan officers. (ECF
No. 1, ¶¶ 29, 48, 67, 86, 124, 146, 168 & 190, PageID #5–31; ECF No. 51, ¶¶ 41, 60,
81, 101, 121, 141, 166 & 187, PageID #1198–1225.) 	According to Union Home
Mortgage, these positions constitute “the face of the company” and “cultivate much of
the goodwill that the company has with its clients and referral sources” on which the
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 2 of 71. PageID #: <pageID>

3
business relies. 	(ECF No. 1, ¶¶ 18 & 20, PageID #3–4; ECF No. 51, ¶¶ 21 & 23,
PageID #1196.) Further, Union Home Mortgage “invests significant time, effort, and
resources into recruiting, training, and retaining its staff.” (ECF No. 1, ¶ 17, PageID
#3; ECF No. 51, ¶ 20, PageID #1196.)
Union Home Mortgage claims to have developed confidential, proprietary, and
trade secret information regarding its mortgage services “through substantial time,
effort, and resources.” (ECF No. 1, ¶ 19, Page ID #3; ECF No. 51, ¶ 22, PageID #1196.)
These services include strategic plans for marketing and recruitment, sales data,
training materials, and information pertaining to customers and referral sources,
which it keeps private “solely for its business purposes.” 	(ECF No. 1, ¶ 19, Page ID
#3; ECF No. 51, ¶ 22, PageID #1196.) 	To protect this information, Union Home
Mortgage 	employs 	physical 	and 	electronic 	security 	measures 	and 	requires 	its
employees to sign agreements which contain restrictive covenants. (ECF No. 1, ¶ 21,
PageID #4; ECF No. 51, ¶ 24, PageID #1196–97.)
At the preliminary injunction hearing, Brian Wright, the vice president of
retail sales for the east division of Union Home Mortgage, testified that employees
are required to complete mandatory training regarding the “Union Home Mortgage
Information and Cyber Security Policy.” 	(ECF No. 49, PageID #839–40.) 	Pursuant
to 	the 	policy, 	borrower 	information, 	information 	about 	prospects, 	and 	“[a]ny
information pertaining to mortgage borrowers who have closed loans with the
company” are considered confidential information. (Id., PageID #840–41.) Further,
Wright testified that Union Home Mortgage provides its employees with password-
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 3 of 71. PageID #: <pageID>

4
protected computers and email addresses. 	(Id., PageID #841.) 	He testified that
customer 	information 	is 	stored 	on 	the 	company’s 	loan 	origination 	software,
Encompass, which is also password-protected. 	(Id., PageID #841–42.) 	According to
Wright, Defendants had access to all of the information regarding their customers,
include bank accounts and personal information, as well as various meetings
regarding what was happening internally at the company and best practices, such as
product training and preparations of loans. (Id., PageID #842.) Further, he testified
that there was no publicly available system for uncovering the list of customers that
an employee is working to get approved to close a loan, referred to as a “pipeline.”
(Id., PageID #843.)
B. 	Employment Agreements
Between August 2016 and November 2023, Union Home Mortgage hired
Defendants to serve in various positions as branch managers, area sales managers,
team leads, and loan officers in offices across several States. (ECF No. 1, ¶¶ 28, 47,
66, 85, 123, 145, 167 & 189, PageID #5–31; ECF No. 23-1, ¶¶ 6–14, PageID #490–94;
ECF No. 51, ¶¶ 39, 59, 80, 100, 120, 140, 165 & 186, PageID #1198–1225.) 	Each
Defendant entered into an employment agreement with Union Home Mortgage which
contained, among other things, limited non-competition provisions. 	(ECF No. 51-1;
ECF No. 51-3; ECF No. 51-4; ECF No. 51-5; ECF No. 51-7; ECF No. 51-8; ECF
No. 51-9; ECF No. 51-10.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 4 of 71. PageID #: <pageID>

5
B.1. 	Michael Ballew
B.1.a. Mr. Ballew’s Employment
At the preliminary injunction hearing, Mr. Ballew testified that he worked for
Union Home Mortgage for about three years as a branch manager, where he
originated loans. 	(ECF No. 50, PageID #1065.) 	Union Home Mortgage “had a
footprint in [his] area when [he] opened the branch” in Virginia. (Id., PageID #1066.)
Mr. Ballew “opened the branch and brought over [his] customer list, [his] referral
partners, [and his] book of business.” 	(Id.) 	Then, when Mr. Ballew left, he
maintained that Union Home Mortgage had not attempted to “open a branch there
or fill that position behind [him].” (Id.)
While he was employed at Union Home Mortgage, Mr. Ballew had direct
contact with customers, prospects, and referral sources. 	(Id., PageID #1069.)
However, he did not develop those relationships at Union Home Mortgage, but
claimed instead that he lost business while he worked there. (Id., PageID #1069–70.)
Mr. Ballew spent roughly nine and a half years in the mortgage industry, the last
three at Union Home Mortgage. (Id., PageID #1105.)
Mr. Ballew started his career at Union Home Mortgage as a branch manager
in Fredericksburg, Virginia, then went to Staunton, Virginia, and finally Roanoke,
Virginia. 	(Id., PageID #1075–76.) 	He clarified that he “was not actually in
Fredericksburg,” but that it “was the office that [he] fell under until [his] branch office
became licensed.” 	(Id., PageID #1075.) 	Then, Union Home Mortgage “rolled [him]
under Roanoke just to be close” because they had sold their office space, which
“coincided with the expiration of their lease.” 	(Id., PageID #1076.) 	In Roanoke, he
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 5 of 71. PageID #: <pageID>

6
“didn’t manage anyone there” and “did [not do] any business down there.” 	(Id.) 	An
organizational chart lists Mr. Ballew as the branch manager of the Roanoke office.
(ECF No. 51-2, PageID #1254.)
C.1.b. Mr. Ballew’s Non-Compete
Mr. Ballew signed his employment agreement on June 20, 2023. (ECF No. 51-
1, PageID #1251.) The non-competition provision in Mr. Ballew’s agreement prevents
him from “acting in the same or similar capacity in which [he] worked for the
Company” on behalf of “any entity that competes with the Company in the home
mortgage banking or brokering business” in “any state in which [he] is legally able to
originate or broker mortgages and ha[d] done so on behalf of the Company in the
thirty-six (36) months preceding the termination of [his] employment with the
Company” until April 30, 2025. 	(ECF No. 51-1, ¶ 3, PageID #1249.) 	Because
Mr. Ballew resigned on January 31, 2025 (ECF No. 1, ¶ 42, PageID #7; ECF No. 51,
¶ 54, PageID #1201), these terms restrict him from working in a similar capacity for
any competing home mortgage banking or brokering business in any State in which
he had brokered loans on behalf of Union Home Mortgage in the preceding three years
for roughly three months. 	Mr. Ballew testified that he is a single father who pays
child support to his ex-wife and that a preliminary injunction could adversely impact
his child custody and income. (ECF No. 50, PageID #1104.)
B.2. 	Carl Berryman
B.2.a. Mr. Berryman’s Employment
At the preliminary injunction hearing, Mr. Berryman testified that he started
at Union Home Mortgage on November 1, 2021 as a loan officer in Hanover,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 6 of 71. PageID #: <pageID>

7
Pennsylvania. (ECF No. 49, PageID #954.) 	Initially, 	he 	worked 	out 	of 	the
Chambersburg office “until they got the Hanover branch running.” 	(Id., PageID
#955.) Mr. Berryman became the sales manager at the Hanover office and served in
that role until his departure in January 2025. 	(Id.) 	An organizational chart lists
Mr. Berryman as the area sales manager of the Hanover office. 	(ECF No. 51-2,
PageID #1254.) 	Of the almost 20 years that he worked in the mortgage business,
Mr. Berryman spent roughly three and a half years at Union Home Mortgage. (ECF
No. 49, PageID #986.)
Mr. Berryman testified that, in both of his positions at Union Home Mortgage,
he originated loans and had direct contact with customers, prospects, and referral
sources, some of whom he had not met before. (Id., PageID #956–57.) He sourced all
of his business while he was employed with Union Home Mortgage. 	(Id., PageID
#979.) 	Further, Mr. Berryman testified that he developed no new referral sources
while at Union Home Mortgage and lost business during his employment. 	(Id.,
PageID #986–87.)
B.2.b. Mr. Berryman’s Non-Compete
Mr. Berryman signed his employment agreement on October 14, 2024. 	(ECF
No. 51-3, PageID #1259.) Its non-competition provision prevents him from “acting in
the same or similar capacity in which [he] worked for the Company” on behalf of “any
entity that competes with the Company in the home mortgage banking or brokering
business” in “any state in which [he] is legally able to originate or broker mortgages
and ha[d] done so on behalf of the Company in the thirty-six (36) months preceding
the termination of [his] employment with the Company” until November 30, 2025.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 7 of 71. PageID #: <pageID>

8
(ECF No. 51-3, ¶ 3, PageID #1256.) Because Mr. Berryman resigned on January 31,
2025 (ECF No. 1, ¶ 61, PageID #10; ECF No. 51, ¶ 74, PageID #1204), this provision
restricts him from working in a similar capacity for any competing home mortgage
banking or brokering business in any State in which he had brokered loans on behalf
of Union Home Mortgage in the preceding three years for roughly 10 months.
Mr. Berryman testified that, should a preliminary injunction be enforced, it will
adversely affect his ability to pay his second mortgage and a lot of bills, as well as to
afford to travel to Florida to see his granddaughters. (ECF No. 49, PageID #983.)
B.3. 	Elias Gonzales
B.3.a. Mr. Gonzales’s Employment
Mr. Gonzales started working for Union Home Mortgage in July 2022 as a loan
officer in its branch in Rockville, Maryland. (ECF No. 49, PageID #1015.) Originally,
he was hired as a branch manager for the Bethesda office, but he stayed as a loan
officer at the Rockville branch “until they got the office set up.” (Id., PageID #1015.)
Of the almost 20 years that Mr. Gonzales worked in the mortgage business, he worked
for Union Home Mortgage for roughly two and a half years. (Id., PageID #1012.) In
his later role as a branch manager, he originated loans. (Id., PageID #1012–13.) An
organizational chart lists Mr. Gonzales as the branch manager of the Bethesda office.
(ECF No. 51-2, PageID #1254.)
While employed at Union Home Mortgage, Mr. Gonzales had direct contact
with customers, prospective customers, and referral sources. 	(ECF No. 49, PageID
#1014.) 	Although he developed some of his referral sources while he was at Union
Home Mortgage, Mr. Gonzales brought many referrals from his previous business.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 8 of 71. PageID #: <pageID>

9
(Id.) Mr. Gonzales generated most of his leads and referral sources in the roughly 18
years that preceded his time at Union Home Mortgage. (Id., PageID #1025.)
B.3.b. Mr. Gonzales’s Non-Compete
Mr. Gonzales signed his employment agreement on July 1, 2024. (ECF No. 51-
4, PageID #1265.) Its non-competition provision prevents him from being “employed
as an employee” of a “business operating or competing with the Company in the
residential mortgage banking industry” or a “vendor to the Company, in the same or
similar capacity as [he was] employed with the Company,” to be enforced “throughout
the United States, including, but not limited to any state in which the Company does
business or within 100 miles of any of the Company’s offices,” until December 31,
2025. (ECF No. 51-4, ¶ 3, PageID #1263.) Because Mr. Gonzales resigned on January
31, 2025 (ECF No. 1, ¶ 80, PageID #13; ECF No. 51, ¶ 95, PageID #1207), this
provision restricts him from working in a similar capacity for any competing home
mortgage banking or brokering business in the United States for roughly eleven
months. 	Mr. Gonzales testified that he is the only earner in his household and
supports his elderly parents in Peru, so a preliminary injunction would be a
“catastrophe” for him and his family. (ECF No. 49, PageID #1030.)
B.4. 	Pedro Gonzalez
B.4.a. Mr. Gonzalez’s Employment
Mr. Gonzalez worked for Union Home Mortgage for roughly two and a half
years, starting in August 2022, as a loan officer and branch manager at the Rockville,
Maryland office, and later as a sales team lead and branch manager at the Bethesda,
Maryland office. 	(ECF 	No. 49, PageID #1034–35 & 	#1038.) 	In those 	roles,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 9 of 71. PageID #: <pageID>

10
Mr. Gonzalez originated loans for Union Home Mortgage. 	(Id., PageID #1035.) 	An
organizational chart lists Mr. Gonzalez as the branch manager of the Bethesda office.
(ECF No. 51-2, PageID #1254.) 	He spent a total of about fourteen years in the
mortgage business. (ECF No. 49, PageID #1046.)
Mr. Gonzalez had direct contact with customers, prospects, and referral
sources and developed new relationships. 	(Id., PageID #1037–38.) 	According to
Mr. Gonzalez, he had worked in the mortgage business for 14 years, spending roughly
two and a half years at Union Home Mortgage. 	(Id., PageID #1046.) 	Generally, he
developed his business relationships before his time at Union Home Mortgage. (Id.,
PageID #1046–47.)
B.4.b. Mr. Gonzalez’s Non-Compete
Mr. Gonzalez signed his employment agreement on July 1, 2024. (ECF No. 51-
5, PageID #1273.) 	The non-competition provision in Mr. Gonzalez’s agreement
prevents him from being “employed as an employee” of a “business operating or
competing with the Company in the residential mortgage banking industry” or a
“vendor to the Company, in the same or similar capacity as [he was] employed with
the Company,” to be enforced “throughout the United States, including, but not
limited to any state in which the Company does business or within 100 miles of any
of the Company’s offices,” until December 31, 2025. 	(ECF No. 51-5, ¶ 3, PageID
#1270.) 	Because Mr. Gonzalez resigned on January 31, 2025 (ECF No. 1, ¶ 99,
PageID #16; ECF No. 51, ¶ 115, PageID #1211), this provision restricts him from
working in a similar capacity for any competing home mortgage banking or brokering
business in the United States for roughly eleven months. Mr. Gonzalez testified that
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 10 of 71. PageID #: <pageID>

11
a preliminary injunction would adversely affect his family because he is the sole
earner with two young children and his job “is all [he] know[s] how to do.” 	(ECF
No. 49, PageID #1055.)
B.5. 	Bobby Luu
B.5.a. Mr. Luu’s Employment
Mr. Luu testified that he was employed with Union Home Mortgage for roughly
six and a half years as a brand sales team lead starting in October 2018 as a branch
manager in Fairfax, Virginia. (ECF No. 49, PageID #989–92.) Then, he worked as a
branch manager and sales team lead in Vienna, Virginia. (Id., PageID #992.) In all
three of these positions, Mr. Luu originated loans for Union Home Mortgage. 	(Id.,
PageID #992–93.) An organizational chart lists Mr. Luu as the sales team lead of the
Vienna office. (ECF No. 51-2, PageID #1254.) He worked in the mortgage industry
for about 11 years. (ECF No. 49, PageID #1001.)
Mr. Luu had direct contact with customers, prospects, and referral sources
during his employment with Union Home Mortgage and developed new relationships
and improved old relationships during his time there. (Id., PageID #993.) Further,
he spent eleven years in the mortgage industry and developed some of his client
relationships both before and during his employment with Union Home Mortgage,
but the majority came before his employment with Union Home Mortgage. 	(Id.,
PageID #1001–02.)
B.5.b. Mr. Luu’s Non-Compete
Mr. Luu signed his employment agreement on December 2, 2024. (ECF No. 51-
7, PageID #1286.) 	The non-competition provision prevents him from “acting in the
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 11 of 71. PageID #: <pageID>

12
same or similar capacity in which [he] worked for the Company” on behalf of “any
entity that competes with the Company in the home mortgage banking or brokering
business” in “any state in which [he] is legally able to originate or broker mortgages
and ha[d] done so on behalf of the Company in the thirty-six (36) months preceding
the termination of [his] employment with the Company or 100 miles within the office
to which [he was] assigned during [his] employment with Company” until October 2,
2026. (ECF No. 51-7, ¶ 6, PageID #1284.) Because Mr. Luu resigned on February 3,
2025 (ECF No. 1, ¶ 138, PageID #23; ECF No. 51, ¶ 135, PageID #1214), this provision
restricts him from working in a similar capacity for any competing home mortgage
banking or brokering business in any State in which he had brokered loans on behalf
of Union Home Mortgage in the preceding three years or 100 miles within the office
to which he was assigned for roughly a year and eight months. Mr. Luu testified that
a preliminary injunction would prevent him from being able to pay his mortgage or
help his son with college tuition. (ECF No. 49, PageID #1008.)
B.6. 	Blain Rosenberry
B.6.a. Mr. Rosenberry’s Employment
Starting in August 2016, Mr. Rosenberry worked at Union Home Mortgage for
roughly eight and a half years as a loan officer and branch manager, working out of
York, Pennsylvania and eventually Chambersburg, Pennsylvania. 	(ECF No. 49,
PageID #883–84 & #890.) 	He spent over 21 years in the mortgage industry. 	(Id.,
PageID #885.) An organizational chart lists Mr. Rosenberry as the branch manager
of the Chambersburg office. (ECF No. 51-2, PageID #1254.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 12 of 71. PageID #: <pageID>

13
Mr. Rosenberry had direct contact with customers, prospective customers, and
referral sources and developed business relationships during his employment. (ECF
No. 49, PageID #887.) 	He claims that Union Home Mortgage “did nothing” to help
him develop relationships, and it “was solely [his] development.” (Id., PageID #925.)
Of the 21 years he had spent in the mortgage industry, Mr. Rosenberry spent roughly
eight and a half at Union Home Mortgage. (Id., PageID #925–26.) He claimed that
the majority of his business relationships were developed before he went to Union
Home Mortgage. (Id., PageID #926.)
C.6.b. Mr. Rosenberry’s Non-Compete
Mr. Rosenberry signed his employment agreement on October 1, 2024. 	(ECF
No. 51-8, PageID #1292.) Its non-competition provision prevents him from “acting in
the same or similar capacity in which [he] worked for the Company” on behalf of “any
entity that competes with the Company in the home mortgage banking or brokering
business” in “any state in which [he] is legally able to originate or broker mortgages
and ha[d] done so on behalf of the Company in the thirty-six (36) months preceding
the termination of [his] employment with the Company or 100 miles within the office
to which [he was] assigned during [his] employment with Company” until September
30, 2026. (ECF No. 51-8, ¶ 6, PageID #1290.) 	Because Mr. Rosenberry resigned on
January 31, 2025 (ECF No. 1, ¶ 160, PageID #26; ECF No. 51, ¶ 158, PageID #1218),
this provision restricts him from working in a similar capacity for any competing
home mortgage banking or brokering business in any State in which he had brokered
loans on behalf of Union Home Mortgage in the preceding three years or 100 miles
within the office to which he was assigned for roughly a year and eight months.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 13 of 71. PageID #: <pageID>

14
Mr. Rosenberry testified that he was a single father with three sons and that a
preliminary injunction would adversely affect him because “[i]t’s all [he’s] ever done.”
(ECF No. 49, PageID #947.)
B.7. 	George Tabora
B.7.a. Mr. Tabora’s Employment
Starting in September 2023, Mr. Tabora worked at Union Home Mortgage for
roughly a year and a half as a loan officer at the Bethesda, Maryland branch. (ECF
No. 50, PageID #1129 & #1133.) He spent five years in the mortgage business. (Id.,
PageID #1145.) 	An organizational chart lists Mr. Tabora as a loan officer at this
branch. (ECF No. 51-2, PageID #1254.)
During his employment with Union Home Mortgage, Mr. Tabora had direct
contact with customers, prospective customers, and referral sources. 	(ECF No. 50,
PageID #1131.) 	Although he claimed to have developed new customers during his
employment, Mr. Tabora alleged that his referral sources came from business
relationships predating his employment with Union Home Mortgage. 	(Id., PageID
#1131–32.) 	Mr. Tabora worked in the mortgage industry for three years before
coming to Union Home Mortgage. (Id., PageID #1150.)
B.7.b. Mr. Tabora’s Non-Compete
Mr. Tabora signed his employment agreement on September 25, 2023. 	(ECF
No. 51-9, PageID #1297.) 	The non-competition provision prevents him from “acting
in the same or similar capacity in which [he] worked for the Company” on behalf of
“any entity that competes with the Company in the home mortgage banking or
brokering business” in “any state in which [he] is legally able to originate or broker
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 14 of 71. PageID #: <pageID>

15
mortgages and ha[d] done so on behalf of the Company in the thirty-six (36) months
preceding the termination of [his] employment with the Company” until September
25, 2025. 	(ECF No. 51-9, ¶ 6, PageID #1295.) 	Because Mr. Tabora resigned on
January 9, 2025 (ECF No. 1, ¶ 182, PageID #30; ECF No. 51, ¶ 180, PageID #1222),
this provision restricts him from working in a similar capacity for any competing
home mortgage banking or brokering business in any State in which he had brokered
loans on behalf of Union Home Mortgage in the preceding three years for roughly
eight months and two weeks. Mr. Tabora testified that he is married with two sons
to support. (ECF No. 50, PageID #1148.)
B.8. 	Robert Webb
B.8.a. Mr. Webb’s Employment
Mr. Webb worked at Union Home Mortgage for roughly 14 months as a branch
manager and loan officer. (ECF No. 50, PageID #1110.) In these roles, he originated
loans. 	(Id., PageID #1111.) 	Originally, Mr. Webb served as the branch manager at
the Belmont, North Carolina office, but he was not physically there, then he was
assigned to the Shelby, North Carolina branch. 	(Id., PageID #1113–14.) 	He spent
over 28 years in the mortgage industry. (Id., PageID #1120.)
During his employment with Union Home Mortgage, Mr. Webb had direct
contact with customers, prospects, and referral sources. 	(Id., PageID #1112.) 	He
brought business relationships to Union Home Mortgage that he established before
his employment. 	(Id.) 	Of the 28 years that he spent in the mortgage industry,
Mr. Webb spent 14 months at Union Home Mortgage. (Id., PageID #1120.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 15 of 71. PageID #: <pageID>

16
B.8.b. Mr. Webb’s Non-Compete
Mr. Webb signed his employment agreement on November 8, 2023. 	(ECF
No. 51-10, PageID #1302.) 	Its non-competition provision prevents him from “acting
in the same or similar capacity in which [he] worked for the Company” on behalf of
“any entity that competes with the Company in the home mortgage banking or
brokering business” in “any state in which [he] is legally able to originate or broker
mortgages and ha[d] done so on behalf of the Company in the thirty-six (36) months
preceding the termination of [his] employment with the Company” until November 8,
2025. (ECF No. 51-10, ¶ 6, PageID #1300.) Because Mr. Webb resigned on January
31, 2025 (ECF No. 1, ¶ 204, PageID #34; ECF No. 51, ¶ 200, PageID #1225), this
provision restricts him from working in a similar capacity for any competing home
mortgage banking or brokering business in any State in which he had brokered loans
on behalf of Union Home Mortgage in the preceding three years for roughly nine
months and one week. He testified that, if he was enjoined, it “would be catastrophic”
because he takes care of his wife who had a stroke and cannot work. 	(ECF No. 50,
PageID #1126–27.)
C. 	Other Contractual Provisions
C.1. 	Non-Solicitation of Customers
In their separate agreements, Defendants agreed to provisions that restrict
them from direct and indirect solicitation of customers for the same length of time as
their non-compete plus an additional two years. (ECF No. 51-1, ¶ 4, PageID #1249;
ECF No. 51-3, ¶ 4, PageID #1256; ECF No. 51-4, ¶ 4, PageID #1263; ECF No. 51-5,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 16 of 71. PageID #: <pageID>

17
¶ 4, PageID #1270; No. 51-7, ¶ 7, PageID #1284; ECF No. 51-8, ¶ 7, PageID #1290;
ECF No. 51-9, ¶ 7, PageID #1295; ECF No. 51-10, ¶ 7, PageID #1300.)
For Mr. Ballew, Mr. Berryman, Mr. Tabora, and Mr. Webb, these provisions
further restrict them from acceptance of competitive business from any customer or
prospective customer of Union Home Mortgage in the thirty-six months preceding
their termination with the company (1) “with whom [the Defendant] had contact” or
(2) “about whom [the Defendant] obtained or had access to Confidential Information.”
(ECF No. 51-1, ¶ 4, PageID #1249; ECF No. 51-3, ¶ 4, PageID #1256; ECF No. 51-9,
¶ 7, PageID #1295; ECF No. 51-10, ¶ 7, PageID #1300.)
For 	Mr. 	Gonzales, 	Mr. 	Gonzalez, 	Mr. 	Luu, 	and 	Mr. Rosenberry, 	these
provisions further restrict them from accepting business from borrowers (1) “with
whom [the Defendant] has taken a mortgage loan application while employed at
UHM” or (2) “whose mortgage loan is serviced by the Company.” (ECF No. 51-4, ¶ 4,
PageID #1263; ECF No. 51-5, ¶ 4, PageID #1270; ECF No. 51-7, ¶ 7, PageID #1284;
ECF No. 51-8, ¶ 7, PageID #1290.)
C.2. 	Non-Solicitation of Employees
Defendants agreed to provisions forbidding the solicitation of employees of
Union Home Mortgage for the same length of time as their non-compete plus two
additional years for all but Mr. Tabora and Mr. Webb, for whom this restriction runs
for one additional year. (ECF No. 51-1, ¶ 5, PageID #1249; ECF No. 51-3, ¶ 6, PageID
#1257; ECF No. 51-4, ¶ 5, PageID #1263; ECF No. 51-5, ¶ 5, PageID #1270; ECF
No. 51-7, ¶ 8, PageID #1284; ECF No. 51-8, ¶ 8, PageID #1290; ECF No. 51-9, ¶ 9,
PageID #1295; ECF No. 51-10, ¶ 8, PageID #1300.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 17 of 71. PageID #: <pageID>

18
Additionally, Mr. Berryman and Mr. Tabora agreed to not solicit referral
sources, 	restricting 	them 	from 	direct 	or 	indirect 	solicitation 	or 	acceptance 	of
competitive business from any referral source of Union Home Mortgage who referred
a customer to them and closed a loan in the twelve months preceding their
termination with the company for the same length of time as their non-compete
period. (ECF No. 51-3, ¶ 5, PageID #1256; ECF No. 51-9, ¶ 8, PageID #1295.)
C.3. 	Legitimate Interests
All Defendants agreed to a provision acknowledging the protection of Union
Home Mortgage’s legitimate interests and their ability to earn a livelihood. (See, e.g.,
ECF No. 51-1, ¶ 2, PageID #1249.) These provisions state that, during the course of
their employment, employees “are introduced to, given the opportunity to develop
personal contacts with, and actually develop an advantageous familiarity with the
Company’s customers, prospective customers, and referral sources.” 	(Id.) 	They
characterize this information as “confidential or ‘trade secret’ information” that, if
made available to Union Home Mortgage’s competitors, “would provide a competitor
with an unfair competitive advantage and likely result in a loss of business or
competitive position” for Union Home Mortgage and harm the company’s goodwill
and “investment in developing and maintaining its business relationships. (Id.)
These provisions concluded that “[t]he parties expressly agree that the terms
of 	this 	Agreement 	are 	reasonable, 	enforceable, 	and 	necessary 	to 	protect 	the
Company’s interests and will not prevent Employee ability from earning a livelihood.”
(ECF No. 51-1, ¶ 2, PageID #1249; ECF No. 51-3, ¶ 2, PageID #1256; ECF No. 51-4,
¶ 2, PageID #1263; ECF No. 51-5, ¶ 2, PageID #1270; ECF No. 51-7, ¶ 2, PageID
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 18 of 71. PageID #: <pageID>

19
#1283; ECF No. 51-8, ¶ 2, PageID #1289; ECF No. 51-9, ¶ 2, PageID #1294; ECF
No. 51-10, ¶ 2, PageID #1299.)
C.4. 	Extension and Judicial Modification
All 	Defendants 	agreed 	that 	their 	employment 	agreements 	automatically
extend for one year if violated:
In the event Employee violates any covenant in this Agreement, the
term of all covenants contained herein shall automatically be extended
for a period of one (1) year after the later of (a) the date on which
Employee ceases such violation; or (b) the date of the entry of a court
order enforcing such covenant. 	Further the parties desire that the
covenants contained herein be enforced to their full extent.
(See, e.g., ECF No. 51-1, ¶ 8, PageID #1250.)
Also, the provision included language that a court may modify a covenant if it
determines that a provision is “overly broad or otherwise unenforceable as written”:
However, in the event a court of competent jurisdiction determines such
a covenant to be overly broad or otherwise unenforceable as written, the
parties respectfully request that the restriction be enforced to the
maximum extent permitted by law, and Employee hereby consents and
agrees that the scope of such covenant may be judicially modified.
(ECF No. 51-1, ¶ 8, PageID #1250; ECF No. 51-3, ¶ 10, PageID #1257; ECF No. 51-4,
¶ 8, PageID #1264; ECF No. 51-5, ¶ 8, PageID #1271; ECF No. 51-7, ¶ 11, PageID
#1284; ECF No. 51-8, ¶ 11, PageID #1290; ECF No. 51-9, ¶ 13, PageID #1296; ECF
No. 51-10, ¶ 12, PageID #1301.)
C.5. 	Remedies
All Defendants agreed that a violation of the employment agreements will
cause irreparable harm and consented to the issuance of a “restraining order and/or
injunction.” (See, e.g., ECF No. 51-1, ¶ 13, PageID #1250–51.) Further, the provision
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 19 of 71. PageID #: <pageID>

20
represented that (1) the employee is liable for any attorneys’ fees expenses, (2) Union
Home Mortgage does not waive any right by a failure or delay to exercise it, and (3)
the remedies are cumulative and not exclusive of other remedies. 	(ECF No. 51-1,
¶ 13, PageID #1250–51; ECF No. 51-3, ¶ 15, PageID #1258; ECF No. 51-4, ¶ 13,
PageID #1264–65; ECF No. 51-5, ¶ 13, PageID #1271–72; ECF No. 51-7, ¶ 16, PageID
#1285; ECF No. 51-8, ¶ 16, PageID #1291; ECF No. 51-9, ¶ 18, PageID #1296–97;
ECF No. 51-10, ¶ 17, PageID #1301.)
C.6. 	Confidential Information
Defendants agreed to provisions restricting them from disclosure of any
confidential information 	to a 	third party 	and defined confidential information
broadly:
Confidential or proprietary information or trade secrets of the Company,
including, but not limited to, written or electronic information: 	(i)
disclosed to Employee or known by Employee as a result of his or her
employment, (ii) which is not generally known, and (iii) which relates to
or concerns the Company’s business, technology, information systems,
computer 	programs, 	software, 	customers, 	prospective 	customers,
referral 	sources, 	pipelines, 	customer 	relationship 	management
databases, 	suppliers, 	vendors, 	sales, 	marketing 	or 	finances.
Confidential Information shall also include all information and matters
specifically 	designated 	as 	proprietary 	and/or 	confidential 	by 	the
Company’s customers, referral sources, or other business partners.
(ECF No. 51-1, ¶ 6, PageID #1249–50; ECF No. 51-3, ¶ 8, PageID #1257; ECF
No. 51-4, ¶ 6, PageID #1263; ECF No. 51-5, ¶ 6, PageID #1270; ECF No. 51-7, ¶ 9,
PageID #1284; ECF No. 51-8, ¶ 9, PageID #1290; ECF No. 51-9, ¶ 11, PageID #1295–
96; ECF No. 51-10, ¶ 10, PageID #1300.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 20 of 71. PageID #: <pageID>

21
C.7. 	Alleged Breach
Defendants agreed to provisions that “any claim or cause of action by Employee
against the Company, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Company of the covenants in this
Agreement.” (ECF No. 51-1, ¶ 12, PageID #1250; ECF No. 51-3, ¶ 14, PageID #1258;
ECF No. 51-4, ¶ 12, PageID #1264; ECF No. 51-5, ¶ 12, PageID #1271; ECF No. 51-7,
¶ 15, PageID #1285; ECF No. 51-8, ¶ 15, PageID #1291; ECF No. 51-9, ¶ 17, PageID
#1296; ECF No. 51-10, ¶ 16, PageID #1301.)
C.8. 	Choice of Law
Finally, all of the employment agreements contain a choice of law clause
providing that Ohio law governs the agreements and a venue provision that any
“claims arising under this Agreement . . . shall be filed in a state or federal court in
Ohio.” (ECF No. 51-1, ¶ 14, PageID #1251; ECF No. 51-3, ¶ 16, PageID #1258; ECF
No. 51-4, ¶ 14, PageID #1265; ECF No. 51-5, ¶ 14, PageID #1272; ECF No. 51-7, ¶ 17,
PageID #1285; ECF No. 51-8, ¶ 17, PageID #1291; ECF No. 51-9, ¶ 19, PageID #1297;
ECF No. 51-10, ¶ 18, PageID #1301–02.)
D. 	The Events Leading to This Litigation
With the exception of Mr. Webb, each Defendant worked as part of a team led
by Craig Franczak, a former Union Home Mortgage regional manager who allegedly
“had 	detailed 	and 	confidential 	information 	regarding 	their 	Agreements, 	their
performance, and their client and referral source relationships.” 	(ECF No. 1-2,
PageID #48; ECF No. 23-1, ¶ 3, PageID #489–90; ECF No. 51-2, PageID #1254.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 21 of 71. PageID #: <pageID>

22
Mr. Franczak had his own employment agreement with Union Home Mortgage
subject to non-competition and non-solicitation provisions. (ECF No. 51-11.)
D.1. 	The Resignations
On January 2, 2025, Mr. Franczak abruptly resigned from Union Home
Mortgage and immediately joined American Pacific Mortgage Corporation, a direct
competitor to Union Home Mortgage, as a regional sales manager. 	(ECF No. 1,
¶¶ 23–24, PageID #4; ECF No. 23-1, ¶ 3, PageID #489–90; ECF No. 51, ¶¶ 32–33,
PageID #1197.) Union Home Mortgage sent Mr. Franczak a letter reminding him of
his contractual obligations not to solicit its employees. (ECF No. 51-12.)
On January 9, 2025, Mr. Tabora resigned from Union Home Mortgage. (ECF
No. 1, ¶ 182, PageID #30; ECF No. 51, ¶ 180, PageID #1222.) Then, on January 31,
2025, Mr. Ballew, Mr. Berryman, Mr. Gonzales, Mr. Gonzalez, Mr. Rosenberry, and
Mr. Webb resigned. (ECF No. 1, ¶¶ 42, 61, 80, 99, 160, 182, 204, PageID #7–34; ECF
No. 51, ¶¶ 54, 74, 95, 115, 158, 180, 200, PageID #1201–25.) 	On February 3, 2025,
Mr. Luu resigned. (ECF No. 1, ¶ 138, PageID #23; ECF No. 51, ¶ 135, PageID #1214.)
All of these Defendants resigned prior to the expiration of their non-compete dates.
(ECF No. 51-1; ECF No. 51-3; ECF No. 51-4; ECF No. 51-5; ECF No. 51-7; ECF
No. 51-8; ECF No. 51-9; ECF No. 51-10.)
At the preliminary injunction hearing, Defendants articulated a variety of
reasons why they resigned from Union Home Mortgage, including the limitation of
bond programs for low-income customers, limiting their ability to sell mortgages in
their communities, improper payments under their profit and loss payment plans,
loss of loans and business, mistreatment of Vietnamese employees, encouragement
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 22 of 71. PageID #: <pageID>

23
to falsify the sources of leads, violations of loan officer compensation rules, and
procedural barriers to closing loans. 	(ECF No. 49, PageID #930–40, #979–81,
#1003–07, 	#1025–28, 	#1048–52; 	ECF 	No. 	50, 	PageID 	#1090–1100, 	#1122–23,
#1146–47.)
According to Kevin Caruana, the vice president for retail production at
American Pacific, he learned that Defendants resigned in part because they “believed
that UHM actively engaged in compensation practices that were both unlawful and
denied them compensation that they were owed pursuant to their employment
agreements with UHM.” 	(ECF No. 27-1, ¶ 6, PageID #588.) 	Further, Mr. Caruana
claims that he “learned that UHM required originators to pay for loan price
concessions by reducing their own commissions on the loans, and that UHM conceals
this practice by directing the originators to improperly designate the loans as ‘direct-
to-consumer’ loans,” which he alleges violated federal law. (Id.)
According 	to 	Mr. 	Caruana, 	he 	“verified 	that 	all 	Defendants 	that 	had
outstanding unvested bonuses have repaid the portion of those bonuses that had not
vested.” 	(Id., ¶ 7, PageID #588–89.) 	Also, Mr. Caruana testified that Defendants
turned down opportunities to speak with other Union Home Mortgage employees who
wanted to join American Pacific and asked American Pacific to accept outstanding
Union Home Mortgage office leases and “purchase all office equipment and furniture
utilized by Defendants in their former UHM offices.” (Id., ¶¶ 8–9, PageID #589.)
D.2. 	Employment with American Pacific
According to Union Home Mortgage, Defendants began competing against it
on behalf of American Pacific, despite their non-competes. (ECF No. 1, ¶¶ 43, 62, 81,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 23 of 71. PageID #: <pageID>

24
100, 141, 163, 185 & 207, PageID #7–34; ECF No. 51, ¶¶ 55, 75, 96, 116, 136, 160,
181 & 201, PageID #1201–25.) Based on the Nationwide Multistate Licensing System
and Registry, Union Home Mortgage represents that Defendants attached their
licenses to American Pacific, in several instances in the same jurisdiction where they
worked for Union Home Mortgage. (ECF No. 23-1, ¶¶ 4–9, 11–14, PageID #490–94.)
In some instances, American Pacific agreed to take over certain office leases and
purchased furniture from Union Home Mortgage in the Shelby, North Carolina
branch, the Hanover and Chambersburg, Pennsylvania branches, and the Bethesda,
Maryland branch. (ECF No. 49, PageID #940 & #1028; ECF No. 50, PageID #1124.)
Union Home Mortgage claims that several of the Defendants promote themselves on
social media as American Pacific employees and are listed on its website. 	(ECF
No. 23-1, ¶¶ 15–16, PageID #494–95.) 	Defendants testified that American Pacific
asked them to leave their customer lists with Union Home Mortgage. (ECF No. 50,
PageID #1166–67.)
D.3. 	Alleged Competition and Solicitation
Each Defendant testified that he originated loans or anticipated loans in the
same geographic area in which he had originated loans for Union Home Mortgage.
(ECF No. 49, PageID #895, #899, #907, #960–61, #963, #971, #996, #1018, #1020,
#1023–24, #1041 & #1044–45; ECF No. 50, PageID #1079, #1084, #1117, #1136 &
#1138–39.) 	Further, Charles Nugent, the general counsel for American Pacific,
testified that Defendants were competing with Union Home Mortgage on behalf of
American Pacific. (ECF No. 50, PageID #1162.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 24 of 71. PageID #: <pageID>

25
According to Union Home Mortgage, Defendants provided it with a list of loans
closed by July 2025 and expected to be closed in the months that followed. 	(ECF
No. 67, PageID #1772; Pl. Ex. 63–66.) 	Wright testified that, of the 148 loans that
Defendants closed, eleven were suspected of being prospective customers of Union
Home Mortgage and 58 were suspected of being current customers of Union Home
Mortgage. 	(ECF No. 49, PageID #849–50.) 	He based this assessment on the last
names of the customers listed. 	(Id., PageID #850.) 	Of the 83 anticipated loans in
their 	pipeline, 	Wright 	testified 	that 	two 	were 	suspected 	of 	being 	prospective
customers and 34 were suspected of being current customers of Union Home
Mortgage. (Id., PageID #851.)
At 	the 	preliminary 	injunction 	hearing, 	multiple 	Defendants, 	including
Mr. Rosenberry, 	Mr. 	Berryman, 	Mr. 	Luu, 	Mr. 	Gonzales, 	Mr. 	Gonzalez, 	and
Mr. Ballew, 	indicated 	that 	they 	communicated 	with 	previous 	customers 	or
prospective customers of Union Home Mortgage following their employment with
American Pacific. 	(ECF No. 49, PageID #903, #967, #998–99, #1021–22 & #1044;
ECF No. 50, PageID #1083–84.) Mr. Webb could not recall, but indicated that, of the
eight matching last names, they “look[ed] familiar.” (ECF No. 50, PageID #1118–19.)
Mr. Tabora claimed that the matching last names for his anticipated loans were not
started at Union Home Mortgage to his recollection. (Id., PageID #1339–40.)
Further, Mr. Berryman testified that he took a picture of his list of prospects
in Encompass, which Union Home Mortgage claimed was confidential information.
(ECF No. 49, PageID #965–66.) 	He testified that he went on to work with some of
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 25 of 71. PageID #: <pageID>

26
those prospects while at American Pacific. 	(Id., PageID #968–71.) 	Mr. Tabora
testified that he sent himself four emails the day that he resigned from Union Home
Mortgage 	with 	attachments 	of 	screenshots 	of 	loan 	applications, 	which 	he
acknowledged were confidential. (ECF No. 50, PageID #1141–42.)
In the separation letter to Mr. Berryman, and allegedly in similar letters to the
other Defendants, Nugent represented that American Pacific “will defend and
indemnify you and your staff against any and all legal claims arising out of your
separation and/or your onboarding at APM.” 	(ECF No. 51-13, PageID #1313; ECF
No. 50, PageID #1155.) In that letter, Nugent directed Defendants not to engage in
solicitation and provided a sample template to send to Union Home Mortgage
employees to inform them that they were going to leave the company. 	(ECF
No. 51-13, PageID #1313.) 	Then, he wrote that anyone who contacts them in
“response to the . . . correspondence and expresses interest in employment at APM
can then be recruited.” (Id., PageID #1314.)
STATEMENT OF THE CASE
On February 17, 2025, Plaintiff filed suit against Defendants. 	(ECF No. 1.)
Initially, Plaintiff asserted claims against nine of its former employees: Mr. Ballew,
Mr. Berryman, Mr. Gonzales, Mr. Gonzalez, Mr. Luu, Mr. Rosenberry, Mr. Tabora,
Mr. Webb, and a ninth former employee, Nicholas Lichwick. (Id.) Plaintiff brought
a claim against all Defendants for breach of contract, non-competition (Count I),
alleging that “[t]he Defendants’ direct or indirect competition with Union Home,
through 	their 	employment 	with 	American 	Pacific, 	breached 	their 	contractual
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 26 of 71. PageID #: <pageID>

27
obligations to Union Home as stated in each of their respective employee agreements
with 	Union 	Home.” 	(Id., 	¶¶ 	213–23, 	PageID 	#35–36.) 	Against 	Mr. 	Luu,
Mr. Rosenberry, Mr. Tabora, and Mr. Webb, Plaintiff asserted claims for breach of
contractual 	duty 	to 	repay 	unearned 	bonus 	(Count 	II) 	and 	unjust 	enrichment
(Count III). (Id., ¶¶ 226–238, PageID #36–38.)
1. 	Motions and Hearing
On April 14, 2025, Defendants moved to dismiss for lack of subject-matter
jurisdiction. 	(ECF No. 8.) 	On May 1, 2025, Plaintiff moved for a preliminary
injunction, seeking to enjoin Defendants from working in similar capacities for
American 	Pacific 	in 	“the 	same 	jurisdictions, 	geographies, 	and 	locations 	the
Defendants previously performed work for Union Home for a specific period of time
or until further order of the Court.” (ECF No. 23, PageID #486–87.)
Specifically, as provided in Defendants’ employment agreements, Plaintiff asks
the Court to “extend the term of Defendants’ limited non-competes by one (1) year
from the entry of the Court’s order, and enjoin Defendants and those acting in concert
with them from”: (1) “[c]ompeting with Union Home in the home mortgage banking
or brokering business as a loan officer or any similar role . . . in the Counties . . . each
Defendant originated and/or generated loans on behalf of Union Home for a 36-month
period 	immediately 	preceding 	the 	end 	of 	each 	Defendant’s 	employment”;
(2) “[s]oliciting or accepting business from Union Home’s customers, prospective
customers, and referral sources with whom each Defendant previously had contact or
about 	whom 	they 	obtained 	confidential 	information”; 	and 	(3) 	“[u]sing 	and/or
disclosing Union Home’s confidential and/or trade secret information, including but
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 27 of 71. PageID #: <pageID>

28
not limited to information regarding referral sources and customers or prospective
customers.” (Id., PageID #487.)
On 	August 	21, 	2025, 	the 	Court 	held 	a 	hearing 	and 	oral 	argument 	on
Defendants’ motion to dismiss for lack of jurisdiction and Plaintiff’s motion for a
preliminary injunction. After taking testimony, the Court granted in part and denied
in part Defendants’ motion to dismiss, determining that it lacked subject-matter
jurisdiction over Plaintiff’s claims against Mr. Lichwick. 	(ECF No. 45.) 	Therefore,
the Court severed and dismissed Plaintiff’s claims against him. (Id.) Then, the Court
held a two-day preliminary injunction hearing. 	Following the testimony, the Court
ordered Plaintiff to make any amendment to its pleadings by September 8, 2025,
ordered the parties to submit simultaneous closing briefs, and referred the parties to
private mediation, which proved unsuccessful.
2. 	Amended Complaint and Closing Briefs
On September 8, 2025, Plaintiff amended its complaint, dropping Mr. Lichwick
as a Defendant and adding Craig Franczak, Union Home Mortgage’s former regional
manager. (ECF No. 51.) Also, Plaintiff dropped its claims for breach of contractual
duty to repay unearned bonus and unjust enrichment. (Id.) Plaintiff maintained its
claim 	of 	breach 	of 	contract, 	non-competition 	against 	all 	Defendants 	except
Mr. Franczak (Count I). 	(Id., ¶¶ 222–36, PageID #1229–30.) 	In addition, Plaintiff
brought nine additional claims against various Defendants for breach of contract and
contractual duties, civil conspiracy, tortious interference, and violations of federal
and State trade secrets acts. (Id., ¶¶ 237–319, PageID #1230–43.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 28 of 71. PageID #: <pageID>

29
Seven Defendants—Mr. Berryman, Mr. Ballew, Mr. Gonzalez, Mr. Gonzales,
Mr. Rosenberry, Mr. Tabora, and Mr. Luu—brought various counterclaims against
Plaintiff, including wrongful 	constructive 	discharge, 	breach of 	contract, 	unjust
enrichment, action on account, and promissory estoppel. 	(ECF No. 55; ECF No. 56;
ECF No. 57; ECF No. 58; ECF No. 59; ECF No. 60; ECF No. 61.)
On October 31, 2025, the parties submitted their closing briefs. (ECF No. 66;
ECF No. 67.) 	On November 14, 2025, the parties submitted their replies to their
closing briefs. (ECF No. 69; ECF No. 70.) In mid-November 2025, the parties reached
an impasse in mediation.
ANALYSIS
When a party seeks a preliminary injunction, a district court balances the
following factors: (1) the movant’s likelihood of success on the merits; (2) whether the
movant would suffer irreparable injury without an injunction; (3) whether the
injunction would cause “substantial harm” to others; and (4) whether the public
interest is served. See Wilson v. Williams, 961 F.3d 829, 836 (6th Cir. 2020); see also
Winter v. Natural Res. Def. Council, Inc., 555 U.S. 7, 20 (2008). 	As the movant,
Plaintiff bears “the burden of justifying such relief.” Wilson, 961 F.3d at 837 (citing
American Civ. Liberties Union Fund of Mich. v. Livingston Cnty., 796 F.3d 636, 642
(6th Cir. 2015)).
“The purpose of a preliminary injunction is merely to preserve the relative
positions of the parties until a trial on the merits can be held.” University of Texas v.
Camenisch, 451 U.S. 390, 395 (1981). While the movant need not proffer “irrefutable
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 29 of 71. PageID #: <pageID>

30
proof” or “prove his case in full at a preliminary injunction hearing” to merit his
requested relief, In re DeLorean Motor Co., 755 F.2d 1223, 1230 (6th Cir. 1985), the
movant must still furnish sufficient evidence to make a “clear showing” that the
balance of factors favors the issuance of a preliminary injunction. Enchant Christmas
Light Maze & Mkt. Ltd. v. Glowco, LLC, 958 F.3d 532, 539 (6th Cir. 2020).
I. 	Likelihood of Success on the Merits
“The likelihood of success on the merits is typically the most important factor
of a preliminary injunction analysis.” 	Higuchi Int’l Corp. v. Autoliv ASP, Inc., 103
F.4th 400, 409 (6th Cir. 2024) (citing Sunless, Inc. v. Palm Beach Tan, Inc., 33 F.4th
866, 871 (6th Cir. 2022)). As the movant, Plaintiff need not demonstrate a likelihood
of success on the merits of every claim. 	Plaintiff need only “show a likelihood of
success on the merits of at least one of [its] claims.” 725 Eatery Corp. v. City of New
York, 408 F. Supp. 3d 424, 459 (S.D.N.Y. 2019); see also Transtex Composite, Inc. v.
Laydon Composite, Ltd., No. 12–150–C, 2012 WL 5362191, at *2 (W.D. Ky. Oct. 30,
2022). 	Where there is no likelihood of success on the merits, an injunction is
unwarranted. Union Home Mortg. Corp. v. Cromer, 31 F.4th 356, 367 (6th Cir. 2022)
(citing Southern Glazer’s Distribs. of Ohio, LLC v. Great Lakes Brewing Co., 860 F.3d
844, 849 (6th Cir. 2017)).
A federal court exercising diversity jurisdiction must apply the choice-of-law
rules of the forum State. 	See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487,
496–97 (1941). 	Ohio law strongly favors upholding the parties’ chosen law in a
contract. 	Wise v. Zwicker & Assocs., 780 F.3d 710, 715 (6th Cir. 2015) (citation
omitted). 	All eight employment agreements between Plaintiff and Defendants
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 30 of 71. PageID #: <pageID>

31
provide that Ohio law governs. 	(ECF No. 51-1, ¶ 14, PageID #1251; ECF No. 51-3,
¶ 16, PageID #1258; ECF No. 51-4, ¶ 14, PageID #1265; ECF No. 51-5, ¶ 14, PageID
#1272; ECF No. 51-7, ¶ 17, PageID #1285; ECF No. 51-8, ¶17, PageID #1291; ECF
No. 51-9, ¶ 19, PageID #1297; ECF No. 51-10, ¶ 18, PageID #1301–02.) 	Therefore,
Ohio law controls.
I.A. 	Subject-Matter Jurisdiction
Because the Court already ruled on Defendants’ motion to dismiss for lack of
jurisdiction (ECF No. 45), it need not address Defendants’ threshold argument
regarding subject-matter jurisdiction referencing their argument in their motion to
dismiss. 	(ECF No. 27, PageID #574; ECF No. 8.) 	For the reasons stated in its
previous ruling and on the record (ECF No. 45; ECF No. 49, PageID #817–18), the
Court 	is 	satisfied 	that 	it 	has 	subject-matter 	jurisdiction 	over 	the 	remaining
Defendants, and it will proceed to assess the substantive merits of Plaintiff’s motion
for a preliminary injunction.
I.B. 	Enforceability of Non-Competes
Under Ohio law, “[t]o establish a claim for breach of contract, a plaintiff must
prove: (1) the existence of a contract, (2) performance by the plaintiff, (3) breach by
the defendant, and (4) damages or loss resulting from the breach.” In re Fifth Third
Early Access Cash Advance Litig., 925 F.3d 265, 276 (6th Cir. 2019) (citing Claris,
Ltd. v. Hotel Dev. Servs., LLC, 2018-Ohio-2602, 104 N.E.3d 1076, ¶ 28 (Ohio Ct.
App.)). 	It is undisputed that all Defendants signed and executed employment
agreements with Union Home Mortgage. Primarily, the parties’ dispute turns on the
enforceability of those agreements and whether Defendants breached their contracts.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 31 of 71. PageID #: <pageID>

32
I.B.1. Restraints of Trade Under Ohio Law
The 	parties 	cite 	several 	Sixth 	Circuit 	and 	Northern 	District 	decisions
regarding restraints of trade. 	(ECF No. 23, PageID #477–83; ECF No. 27, PageID
#575–80; ECF No. 30, PageID #612–19; ECF No. 66, PageID #1740–50; ECF No. 67,
PageID #1779–88; ECF No. 69, PageID #1803–10; ECF No. 70, PageID #1820–28.)
But the Court’s analysis focuses on Ohio statutory law and how the Ohio Supreme
Court applies it. So, the Court begins there.
I.B.1.a. Evolution from English Common Law
In 1853, the Ohio Supreme Court heard an appeal from a judgment enforcing
a covenant not to compete between former business partners, one of whom sold his
interest to the other. 	Their agreement foreclosed the defendant from entering the
same business anywhere in the United States and contained a liquidated damages
clause in an amount just over a third of the total consideration paid. Lange v. Werk,
2 Ohio St. 519, 520–22 (1853).
To decide the validity of the judgment, the Ohio Supreme Court began by
recognizing that, “[f]rom a very early period in the history of common law, contracts
imposing a general restraint on trade were declared void.” 	Id. at 526. 	Surveying
English common law, it determined that “[t]hese cases fully justify the conclusion,
that a contract in restraint of trade can only be enforced, when it is made to appear
from the pleadings and proofs: (1) that the restraint is partial; (2) that it is founded
upon a valuable consideration; and (3) that it is reasonable and not oppressive.” Id.
at 528 (citation modified); see also id. at 519, syllabus. Regarding the last factor, the
Ohio Supreme Court emphasized that “[w]hatever restraint is larger than the
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 32 of 71. PageID #: <pageID>

33
necessary protection of the party, can be of no benefit to either; it can only be
oppressive, and if oppressive, it is in the eye of the law unreasonable.” 	Id. at 529
(citation omitted).
Applying these principles, the Ohio Supreme Court concluded that, “the
covenant before [it was] clearly illegal and void, in so far as it extends to the
prohibition of the whole United States.” 	Id. at 530; see also id. at 520, syllabus. 	It
reasoned that “[n]o case is to be found where such a contract has been upheld, which
covered the whole of England or a state of this Union; and for much stronger reasons,
it must be void when extended over a country many times larger than either.” Id. at
530–31. However, it determined that “the covenant is divisible, and may be enforced
for a breach committed in [a certain] county, provided the other requisites to its
validity exist.” Id. at 531; see also id. at 520, syllabus. In other words, it concluded
that, although the restraints on business anywhere in the United States were void,
the restraints confined to a certain county where the party performed might not be if
the agreement was otherwise enforceable. Id. Still, the Ohio Supreme Court reversed
the judgment enforcing the covenant and remanded for further proceedings. 	Id. at
535.
Although Lange is over 170 years old, the Ohio Supreme Court has long
followed its core holding that “[a]ll contracts in general restraint of trade are opposed
to public policy and void; and those in partial restraint are also illegal, except when
founded upon a valuable consideration, and when good reasons appear for entering
into the contract.” 	Id. at 519, syllabus. 	For well over a century, the Ohio Supreme
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 33 of 71. PageID #: <pageID>

34
Court has cited Lange as “the leading [case] on the subject.” 	Lufkin Rule Co. v.
Fringeli, 57 Ohio St. 596, 602, 49 N.E. 1030, 1032 (1898) (“It is the settled rule in this
state that all agreements in general restraint of trade are against public policy and
void; but it is held that agreements that only impose a partial restraint . . . and are
reasonable, and not oppressive, may be enforced.”); see also Morgan v. Perhamus, 36
Ohio St. 517, 521 (1881) (acknowledging that a restraint limited to business in the
same 	town 	was 	valid); 	Thomas 	v. 	Miles’ 	Adm’r, 	3 	Ohio 	St. 	274, 	276 	(1854)
(determining that a restraint limited to the city of Cincinnati was reasonable, but not
to the extent that it would prevent the party from competing with any branch that
might be established elsewhere); cf. Boone Coleman Constr., Inc. v. Village of Piketon,
145 Ohio St. 3d 450, 2016-Ohio-628, 50 N.E.3d 502, ¶ 28 (recognizing the continuing
validity of Lange for liquidated damages provisions).
In Lufkin, the Ohio Supreme Court followed the reasoning in Lange and
determined that an agreement with a restraint that applied to the entire State of
Ohio was “not capable of such a division as under any circumstances [that] would
make it a valid one” and was a “general restraint of trade.” 	57 Ohio St. at 603–04.
Further, it held that “contracts whereby men are purchased out of their business, and
restrained from carrying it on anywhere else, should receive no aid from the courts.”
Id. at 609.
I.B.1.b. Blue Pencil Test
By the middle of the twentieth century, the Ohio Supreme Court applied these
principles using the “blue pencil” test. See Briggs v. Butler, 140 Ohio St. 499, 507–10,
45 N.E.2d 757, 761–62 (1942); Extine v. Williamson Midwest, Inc., 176 Ohio St. 403,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 34 of 71. PageID #: <pageID>

35
405–06, 200 N.E.2d 297, 299 (1964). 	“The ‘blue pencil’ test provides that if
unreasonable provisions exist in [an employment] contract, they may be stricken, if
divisible, but not amended or modified” and “if restrictions are unreasonable and
indivisible, the entire contract fails.” Raimonde v. Van Vlerah, 42 Ohio St. 2d 21, 23,
325 N.E.2d 544, 546 (1975).
This approach rests on the premise that a “business is built upon the
confidence of its customers and the employee gains acquaintances and sells the
customers by using the good will of the employer.” 	Briggs, 140 Ohio St. at 509.
Through his dealings with customers, the employee obtains “confidential knowledge
that should not be divulged or used for his own benefit.” Id. “It is by reason of this
personal, if not confidential, relationship which the parties sustain that contracts to
protect the employer by restriction of subsequent employment within reasonable
limits of time and of space are permitted and sanctioned.” 	Id. at 509–10. 	If
enforceable, the Ohio Supreme Court recognizes that “[t]he near unanimous view
recognized by the courts today concerning trade restraints” is the principle that “the
restriction is such only as to afford fair protection to the interests of the covenantee
and not so large as to interfere with the public interests or impose undue hardship
on the party restricted.” 	Extine, 176 Ohio St. at 405–06 (citing 17 C.J.S. Contracts
§ 247, p. 1121 (1963)).
I.B.1.c. Reasonableness Test
In Raimonde, 42 Ohio St. 2d at 24, the Ohio Supreme Court abandoned the
“blue pencil” test, determining that it “produced both arbitrary and inconsistent
results.” It observed that “many courts have abandoned the ‘blue pencil’ test in favor
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 35 of 71. PageID #: <pageID>

36
of ‘reasonableness,’ which permits courts to determine, on the basis of all available
evidence, what restrictions would be reasonable between the parties.” Id. at 24–25.
This general test of reasonableness differs from the “blue pencil” test “only in the
manner of modification allowed” because it “permits courts to fashion a contract
reasonable between the parties, in accord with their intention at the time of
contracting, and enables them to evaluate all the factors comprising ‘reasonableness’
in the context of employee covenants.” Id. at 25.
Therefore, the Ohio Supreme Court held that a “covenant not to compete which
imposes unreasonable restrictions upon an employee will be enforced to the extent
necessary to protect the employer’s legitimate interests.” Id. at 26. Such a covenant
is reasonable if it: 	(1) “is no greater than is required for the protection of the
employer”; (2) “does not impose undue hardship on the employee”; and (3) “is not
injurious to the public.” Id.; see also id. at 21, paragraph two of the syllabus. To that
end, “[c]ourts are empowered to modify or amend employment agreements to achieve
such results.” Id.
To determine reasonableness, the Ohio Supreme Court identified a non-
exhaustive list of factors for courts to consider: 	(1) “[t]he absence or presence of
limitations as to time and space”; (2) “whether the employee represents the sole
contact with the customer”; (3) “whether the employee is possessed with confidential
information 	or 	trade 	secrets”; 	(4) 	“whether 	the 	covenant 	seeks 	to 	eliminate
competition which would be unfair to the employer or merely seeks to eliminate
ordinary competition”; (5) “whether the covenant seeks to stifle the inherent skill and
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 36 of 71. PageID #: <pageID>

37
experience 	of 	the 	employee”; 	(6) 	“whether 	the 	benefit 	to 	the 	employer 	is
disproportional to the detriment to the employee”; (7) “whether the covenant operates
as a bar to the employee’s sole means of support”; (8) “whether the employee’s talent
which the employer seeks to suppress was actually developed during the period of
employment”; and (9) “whether the forbidden employment is merely incidental to the
main employment.” Id. at 25 (quoting Extine, 176 Ohio St. at 406).
In Raimonde, 42 Ohio St. 2d at 28, the Ohio Supreme Court determined that
the trial court exercised its discretion properly to enjoin an employee from competing
within an 18-mile radius for three years from the date of the court’s order—as opposed
to the 30-mile radius for three years from the date of termination as set out in the
contract. It observed that the “court [was] now specifically empowered to construct a
reasonable 	covenant 	between 	the 	parties, 	and 	to 	grant 	injunctive 	relief, 	if
appropriate, for the period of time to which appellant may be entitled.” Id.
I.B.1.d. Modern Application
The Ohio Supreme Court continues to follow the reasonableness test set out in
Raimonde. 	See, e.g., Acordia of Ohio, L.L.C. v. Fishel, 133 Ohio St. 3d 356, 2012-
Ohio-4648, 	978 	N.E.2d 	823, 	¶ 	10 	(observing 	that, 	“[i]n 	determining 	the
reasonableness 	of 	a noncompete 	agreement, 	we 	have 	stated that 	courts 	must
determine whether the restraints and resultant hardships on the employee exceed
what is reasonable to protect the employer’s legitimate business interests”) (citing
Rogers v. Runfola & Assoc., Inc., 57 Ohio St. 3d 5, 8, 565 N.E.2d 540, 543 (1991)); see
also § 38:1. Introduction, Baldwin’s Oh. Prac. Tort L. § 38:1 (2d ed.) (2025) (observing
that Raimonde has “become the foundation of litigation surrounding covenants not to
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 37 of 71. PageID #: <pageID>

38
compete” and that it “expressly allows for modification of the agreement to the extent
necessary to render it enforceable”).
Since its adoption of the reasonableness test, the Ohio Supreme Court has
observed that “[m]odern economic realities . . . do not justify a strict prohibition of
noncompetition 	agreements 	between 	employer 	and 	employee 	in 	an 	at-will
relationship.” 	Lake Land Emp. Group of Akron, LLC v. Columber, 2004-Ohio-786,
191 Ohio St. 3d 242, 804 N.E.2d 27, ¶ 8. It observed that it has “long recognized the
validity of agreements that restrict competition by an ex-employee if they contain
reasonable geographical and temporal restrictions.” Id. at ¶ 9 (citing Briggs, 140 Ohio
St. at 507). 	Such restrictions are permissible so long as they are “reasonably
necessary for the protection of the employer’s business, and not unreasonably
restrictive upon the rights of the employee.” Id. (citing Briggs, 140 Ohio St. at 508).
I.B.2. Raimonde Factors
Against this background, the Court turns to application of the reasonableness
test of Ohio law to the parties’ employment agreements to determine whether each:
(1) “is no greater than is required for the protection of the employer”; (2) “does not
impose undue hardship on the employee”; and (3) “is not injurious to the public.”
Raimonde, 42 Ohio St. 2d at 26. Plaintiff “is required to adduce clear and convincing
evidence as to each of these factors.” Levine v. Beckman, 48 Ohio App. 3d 24, 27, 548
N.E.2d 267, 270 (1988). 	In reaching this determination, the Court addresses the
relevant Raimonde factors, 42 Ohio St. 2d at 25 (quoting Extine, 176 Ohio St. at 406).
Where any of the employment agreements fail the reasonableness test, the Court is
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 38 of 71. PageID #: <pageID>

39
“empowered to modify or amend [the] employment agreements to achieve such
results.” Id. at 26.
I.B.2.a. Legitimate Business Interests
As a threshold matter, before turning to the Raimonde factors, the Court
addresses 	the 	parties’ 	arguments 	over 	whether 	Union 	Home 	Mortgage 	has 	a
legitimate business interest to protect. (ECF No. 66, PageID #1741–45; ECF No. 67,
PageID #1780; ECF No. 69, PageID #1803–07; ECF No. 70, PageID #1820–25.)
Defendants argue that Union Home Mortgage lacks a legitimate business interest
because (1) Defendants’ customer and referral relationships predated their time at
Union Home Mortgage, (2) Union Home Mortgage is contractually prohibited from
soliciting customers after loan officers close loans, and (3) Plaintiff’s software systems
“pull publicly available data regarding mortgages” which cannot be protected. (ECF
No. 66, PageID #1741–45; ECF No. 69, PageID #1803–07.)
I.B.2.a.i. Goodwill and Confidential Information
Defendants argue that “Plaintiff seeks to enforce restrictive covenants that
would 	impact 	client 	and 	referral 	relationships 	that 	pre-existed 	Defendants’
employment relationship with Union Home,” claiming that Ohio courts have found
that no “protectable interests” exist in such circumstances. 	(ECF No. 66, PageID
#1741 (citing Arthur J. Gallagher & Co. v. Anthony, No. 16-cv-00284, 2016 WL
4523104, at *11 (N.D. Ohio Aug. 30, 2016); Independent Stave Co., LLC v. Bethel,
No. 2:16-cv-31, 2016 WL 362313, at *5 (S.D. Ohio Jan. 29, 2016); Cretor Constr.
Equip. LLC v. Gibson, 738 F. Supp. 3d 950, 966 (S.D. Ohio 2024)); ECF No. 69, PageID
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 39 of 71. PageID #: <pageID>

40
#1804.) Plaintiff argues that its agreements with Defendants are “designed to protect
Union Home’s goodwill and confidential information.” (ECF No. 70, PageID #1823.)
In Rogers, 57 Ohio St. 3d at 8–9, the Ohio Supreme Court determined that the
business attempting to enforce restrictive covenants had a “legitimate commercial
interest to protect” in part because the business “played a large role in [the former
employees’] development,” the former employees “gained valuable experience in the
business” through their employment, the business “invested time and money in
equipment, facilities, support staff and training,” the former employees had direct
contact with a clientele that the business developed, and the former employees’
“assignments were taken under [the business’s] name.”
Here, the evidence at the preliminary injunction hearing makes out a case less
strong than Rogers. The record establishes that Union Home Mortgage played a large
role in the development of each Defendant in one way or another. 	Some spent a
considerable portion of their career with the company. 	Others had important
positions that allowed them to develop their business or to capitalize on their years
of experience in the mortgage business even if at Union Home Mortgage for only a
relatively short time. Further, the record shows that Union Home Mortgage invested
in the offices for Defendants, though it transferred some of those leases to American
Pacific. And Defendants did business in Union Home Mortgage’s name and secured
new referral sources during their employment at Union Home Mortgage based on
data from the company’s software. 	(ECF No. 49, PageID #835–36.) 	But the record
shows that Defendants largely did business based on their own connections, contacts,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 40 of 71. PageID #: <pageID>

41
and networks to a greater extent than the benefit that they derived from the Union
Home Mortgage brand or resources. 	As for goodwill, Plaintiff failed to present
evidence from which the Court can find or determine the goodwill of Union Home
Mortgage at stake. 	To the extent Plaintiff pins its argument on a combination of
goodwill and confidential information, that position is not well taken on the record
presented.
At bottom, though weaker than the case in Rogers, Union Home Mortgage
unquestionably has a legitimate interest in its own business and all the confidential
and 	proprietary 	information 	regarding 	internal 	practices, 	product 	training,
preparation of loans, and Encompass that goes along with it. Defendants had access
to and used this information during their employment. (ECF No. 49, PageID #842.)
“[A]n employer has a legitimate interest in preventing a former employee from using
the skill, experience, training, and confidential information the former employee has
acquired during the employee’s tenure with his employer in a manner advantageous
to a competitor in attracting business, regardless of whether it was an already
established customer of the former employer.” UZ Engineered Prods. Co. v. Midwest
Motor Supply Co., 147 Ohio App. 3d 382, 2001-Ohio-8779, 770 N.E.2d 1068, ¶ 39
(Ohio Ct. App.) (citing Rogers, 57 Ohio St. 3d at 8–9); see also Union Home Mortg.
Corp. v. Fratelli, No. 1:23-cv-857, 2025 WL 639315, at *7 (N.D. Ohio Feb. 27, 2025);
Union Home Mortg. Corp. v. Payne, No. 1:20-cv-26, 2020 WL 4282309, at *9 (N.D.
Ohio Mar. 9, 2020) (determining that the former Union Home Mortgage employee
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 41 of 71. PageID #: <pageID>

42
“was exposed to [the company’s] confidential and proprietary information in the form
of the [company’s] meetings, programs, and strategies”).
This information constitutes a legitimate business interest because it is an
“insider perspective into the policies and strategies of a successful company” which
would be “very valuable to a competitor.” 	Payne, 2020 WL 4282309, at *9 (quoting
FirstEnergy Sols. Corp. v. Flerick, 521 F. App’x 521, 527 (6th Cir. 2013)). Accordingly,
access to such information provided “the employee[s] [with] confidential knowledge
that should not be divulged or used for his own benefit,” which Union Home Mortgage
had a legitimate business interest in protecting. Briggs, 140 Ohio St. at 509. At the
same time, Union Home Mortgage does not have a legitimate interest in the
relationships 	that 	Defendants 	brought 	to 	the 	company 	that 	predated 	their
relationships with Union Home Mortgage.
I.B.2.a.ii. Solicitation
Next, 	Defendants 	argue 	that 	“Union 	Home 	further 	lacks 	a 	legitimate
protectable interest because it is contractually prohibited from soliciting the very
customers whom it seeks to prevent Defendants from working with or soliciting”
because “once Union Home’s loan officers close loans, it sells the mortgages on the
secondary market to larger lenders” with whom “Union Home agrees to not solicit the
‘Mortgagor’ from refinancing the loan sold.” 	(ECF No. 66, PageID #1744.) 	Plaintiff
claims that this assertion is incorrect because such loans only restrict Union Home
Mortgage from soliciting a borrower to refinance a loan, not originate a new loan.
(ECF No. 70, PageID #1825.) Defendants provide nothing to contradict the testimony
of Mr. Wright that Union Home Mortgage “sells a lot of mortgages not pursuant to
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 42 of 71. PageID #: <pageID>

43
an agreement,” and, when it does, it “is not to solicit any of those customers for a
refinance,” and these comprise a “very small percentage” of their agreements. (ECF
No. 49, PageID #856 & #873.) 	In any event, Defendants’ argument is inapposite to
Plaintiff’s interest in protecting the confidential information its employees gain
during their employment. Briggs, 140 Ohio St. at 509.
I.B.2.a.iii. Public Information
Finally, Defendants claim that “Union Home seeks to protect publicly available
information” 	because 	its 	software 	“pull[s] 	publicly 	available 	data 	regarding
mortgages.” (ECF No. 66, PageID #1744–45 (citing Arthur J. Gallagher & Co., 2016
WL 4523104, at *19; Transtar Indus., LLC v. Lester, No. 1:19-cv-1230, 2019 WL
3458456, at *6 (N.D. Ohio July 31, 2019)). Plaintiff contends that this contradicts the
testimony at the preliminary injunction hearing and is incorrect. 	(ECF No. 70,
PageID #1823–24.) Indeed, Mr. Wright testified that there was no publicly available
system for uncovering the list of customers that an employee is working to get
approved to close a loan, referred to as a “pipeline.” (ECF No. 49, PageID #843.) And
no evidence in the record suggests otherwise.
Even where “prospective customer lists were based on public information,”
former employees may still be properly deemed to have been “privy to confidential
information” 	based 	on 	training 	and 	access 	to 	“complex 	systems” 	and 	“pricing
scheme[s],” “participat[ion] in weekly meetings in which the company’s short- and
long-term strategy was discussed,” and being provided with an “insider perspective
into the [company’s] policies and strategies.” 	FirstEnergy Sols. Corp., 521 F. App’x
at 	526–27. 	Courts 	follow a 	similar reasoning in 	application 	to 	Union 	Home
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 43 of 71. PageID #: <pageID>

44
Mortgage’s customers lists, determining that, “even though much of the information
comprising those lists is publicly available, a third party would not necessarily be
able to identify Union Home’s current and prospective customers without access to
Union Home’s internal, password protected database.” Fratelli, 2025 WL 639315, at
*7.
Defendants rely on authorities that address information that is either easily
re-creatable or instances where a defendant relied on information outside of the
company. Arthur J. Gallagher, 2016 WL 4523104, at *19; Transtar Indus., 2019 WL
3458456, at *6. Neither circumstance applies here. Therefore, the Court determines
that Union Home Mortgage has a legitimate business interest in its customer lists
and other policies and strategies, even if some of the information is based on publicly
available information. FirstEnergy Sols. Corp., 521 F. App’x at 526–27.
* 	* 	*
For these reasons, the Court determines that Union Home Mortgage has a
legitimate business interest in its confidential information. 	Briggs, 140 Ohio St. at
509. Accordingly, the Court turns to the Raimonde factors.
I.B.2.b. Geographic and Temporal Restrictions
Plaintiff 	argues 	that 	Defendants’ 	employment 	agreements 	“specifically
identify and narrowly define the activities, entities, time periods, and jurisdictions,
geographies, and locations Defendants are restricted from competing in.” 	(ECF
No. 23, PageID #479; ECF No. 67, PageID #1782–84.) The Court addresses both the
geographic and temporal aspects of these restrictions under the first Raimonde
factor. 42 Ohio St. 2d at 25.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 44 of 71. PageID #: <pageID>

45
I.B.2.b.i. Territorial Restrictions
The employment agreements have various geographic restrictions, ranging
from 100 miles within the office to which the employee worked, to any State in which
an employee originated loans on behalf of the company, to anywhere in the United
States. 	(ECF No. 51-1, ¶ 3, PageID #1249; ECF No. 51-3, ¶ 3, PageID #1256; ECF
No. 51-4, ¶ 3, PageID #1263; ECF No. 51-5, ¶ 3, PageID #1270; ECF No. 51-7, ¶ 6,
PageID #1284; ECF No. 51-8, ¶ 6, PageID #1290; ECF No. 51-9, ¶ 6, PageID #1295;
51-10, ¶ 6, PageID #1300.)
Regarding the State-wide and nationwide restrictions, Plaintiff offers no
explanation or justification for such a broad prohibition on Defendants’ business.
Under Ohio law, a restraint of trade cannot be reasonable “in so far as it extends to
the prohibition of the whole United States” or “cover[s] the whole of . . . a state of this
Union.” 	Lange, 2 Ohio St. at 530–31. 	A nationwide restriction is especially
unreasonable given the fact that Plaintiff does not even have a branch in every State.
See Find a Loan Officer or Branch, Union Home Mortgage (last visited Dec. 8, 2025),
https://www.uhm.com/branches/; see also Extine, 176 Ohio St. at 406–07 (holding
restraints unreasonable that apply to locations where “the employer-appellee has no
activity whatsoever and may never intend to engage in any activity in such a
location”). Further, Ohio courts view State-wide restrictions as general restraints of
trade that are invalid and unenforceable. See, e.g., Lufkin, 57 Ohio St. at 603–04.
Anticipating this defect in the agreements, Plaintiff proposes limiting the non-
competes geographically to restrict Defendants from competing on behalf of a
competitor in “the city/counties in which Defendants originated loans on behalf of
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 45 of 71. PageID #: <pageID>

46
Union Home.” (ECF No. 67, PageID #1782; ECF No. 23, PageID #480; ECF No. 30,
PageID #613.) 	However, in its terms of the requested preliminary injunction,
Plaintiff lists multiple cities and counties for each Defendant. (ECF No. 67, PageID
#1795–98.) And the record provides no indication that some of these have any direct
relation to where each Defendant worked during their employment with Union Home
Mortgage.
In Rogers, 57 Ohio St. 3d at 8, the Ohio Supreme Court determined that “the
restraints and resultant hardships on [the former employees] . . . exceed[ed] that
which [was] reasonable to protect [the employer’s] legitimate business interests.” It
reached this conclusion in part after observing that the employees, who had spent
“most of their adult lives” in their profession, which was “the only profession in which
they 	ha[d] 	become 	proficient,” 	faced 	unreasonable 	geographical 	and 	temporal
restrictions from a contract that prohibited them from pursuing their profession in
an entire county after working in a particular city. Id. Therefore, the Ohio Supreme
Court limited the geographical restriction to the city limits of the city in which the
former employees worked. Id. at 9.
As 	discussed, 	Ohio law empowers 	courts 	to 	make 	such 	a limitation on
geographical 	restrictions 	to 	ensure 	“reasonable 	geographical 	and 	temporal
restrictions.” Lake Land, 2004-Ohio-786, at ¶ 9 (citing Briggs, 140 Ohio St. at 507);
Raimonde, 42 Ohio St. 2d at 28. 	So too have the parties. 	(See, e.g., ECF No. 51-1,
¶ 8, PageID #1250.) Against this framework, and in the absence of any argument in
the record regarding the majority of the cities and counties listed in Plaintiff’s
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 46 of 71. PageID #: <pageID>

47
proposed preliminary injunction, the Court determines that it is reasonable to limit
each Defendant’s geographical restriction to the limits of the cities or boroughs in
which the record demonstrates he actually worked. Such a limitation is “reasonably
necessary for the protection of the employer’s business, and not unreasonably
restrictive upon the rights of the employee.” 	Lake Land, 2004-Ohio-786, ¶ 9 (citing
Briggs, 140 Ohio St. at 507); Rogers, 57 Ohio St. 3d at 544; Raimonde, 42 Ohio St. 2d
at 28. If the record reflects that Defendant worked in a city or borough that Plaintiff
did not list in its proposed injunction, such as Fredericksburg, Virginia in the case of
Mr. Ballew, then the Court finds that Plaintiff waived a limitation in such a case.
(Compare ECF No. 50, PageID #1075–76 with ECF No. 67, PageID #1795.)
I.B.2.b.ii. Temporal Restrictions
Defendants’ employment agreements contain various temporal restrictions,
ranging from three months to a year and eight months. (See, e.g., ECF No. 51-1, ¶ 3,
PageID #1249.) 	Defendants argue that “the temporal restrictions are not tied to
specific positions”; therefore, “the temporal restrictions are greater than necessary to
protect legitimate business interests.” 	(ECF No. 66, PageID #1746; ECF No. 69,
PageID #1807.) For example, although Mr. Ballew served as a branch manager and
faces a restriction of three months (ECF No. 51-1, ¶ 3, PageID #1249), Mr. Rosenberry
also served as a branch manager but faces a restriction of roughly a year and eight
months (ECF No. 51-8, ¶ 6, PageID #1290). 	Plaintiff clarifies that, when viewed in
the context of when each Defendant signed his respective employment agreement,
the temporal duration of the restricted period is more consistent for each position but
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 47 of 71. PageID #: <pageID>

48
does not explain or justify why one agreement should be more restrictive than another
for the same role. (ECF No. 30, PageID #613–14.)
Plaintiff proposes limiting each Defendant to a one-year period in which he will
not 	compete 	against 	Union 	Home 	Mortgage 	or 	solicit 	its 	current 	customers,
prospective customers, and employees. 	(ECF No. 23, PageID #487; ECF No. 67,
PageID #1783–84 & #1795–98.) Ohio courts have determined that restrictions of one
year or more are reasonable depending on the context. See, e.g., MetroHealth Sys. v.
Khandelwal, 2022-Ohio-77, 183 N.E.3d 590, ¶ 24 (Ohio Ct. App.) (determining that
the temporal restriction in the employment agreement should be reduced from two
years to one year); see also Chicago Title Ins. Corp. v. Magnuson, 487 F.3d 985, 998
(6th Cir. 2007) (collecting cases); Procter & Gamble Co. v. Stoneham, 140 Ohio App.
3d 260, 747 N.E.2d 268, 276 (2000) (determining that a restrictive covenant lasting
for three years was reasonable).
But applying a restriction of one year to every Defendant creates its own set of
incongruities given the fact that certain Defendants were merely loan officers. Others
served as branch managers, and certain Defendants had less than one year remaining
on the temporal restrictions in their covenants. 	For example, Mr. Ballew only had
three months remaining. 	(ECF No. 51-1, ¶ 3, PageID #1249.) 	Ohio courts have
acknowledged that, “when analyzing whether the time restraint is enforceable, courts
should analyze on a case-by-case basis.” 	MetroHealth, 2022-Ohio-77, at ¶ 24. 	The
Court discerns no articulable rationale why a former employee such as Mr. Webb,
with 28 years of experience in the mortgage industry and only 14 months at Union
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 48 of 71. PageID #: <pageID>

49
Home Mortgage, should be restricted for nearly the entire length of the time of his
employment. 	(ECF No. 50, PageID #1120.) 	Nor is it clear to the Court how it is
reasonable or proportional for a former employee such as Mr. Webb to be restricted
for the same period of time as Mr. Rosenberry, who spent roughly eight and a half
years at Union Home Mortgage. (ECF No. 49, PageID #883–84 & #890.)
A 	“non-compete 	contract 	cannot 	expire 	while 	its 	signatories 	litigate 	its
enforceability.” MP TotalCare Servs., Inc. v. Mattimoe, 648 F. Supp. 2d 956, 964 n.6
(N.D. Ohio 2009) (citing Homan, Inc. v. A1 AG Servs., L.L.C., 175 Ohio App. 3d 51,
2008-Ohio-277, ¶ 17 (Ohio Ct. App.); Trim-Line of Toledo v. Carroll, No. L-86-176,
1987 WL 7056, at *2 (Ohio Ct. App. Feb. 25, 1987)). But Raimonde permits the Court
in its discretion to run the temporal restrictions for a covenant from “the date of the
court’s order.” 42 Ohio St. 2d at 28.
Plaintiff maintains that its initial restrictions were reasonable. Therefore, the
Court will not exercise its discretion to extend those terms lasting less than one year.
(ECF No. 23, PageID #487; ECF No. 67, PageID #1783–84 & #1795–98.) That is, the
Court will not extend the length of a covenant beyond its original terms. Accordingly,
in the interest of ensuring temporal restrictions that are “reasonably necessary for
the protection of the employer’s business, and not unreasonably restrictive upon the
rights of the employee,” the Court preserves the post-employment duration of every
Defendant with restrictions running less than one year from the date of this Order
(Mr. Ballew, Mr. Berryman, Mr. Gonzales, Mr. Gonzalez, Mr. Tabora, and Mr. Webb).
Lake Land, 2004-Ohio-786, ¶ 9 (citing Briggs, 140 Ohio St. at 507); Rogers, 57 Ohio
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 49 of 71. PageID #: <pageID>

50
St. 3d at 544; Raimonde, 42 Ohio St. 2d at 28. 	For the two Defendants with
restrictions running longer than a year (Mr. Luu and Mr. Rosenberry), the Court
accepts Plaintiff’s proposal of a restriction of one year from the date of this Order.
To the extent that Plaintiff argues that its proposed restriction of one year
results from an automatic contractual extension based on a violation (see, e.g., ECF
No. 1-1, ¶ 8, PageID #44), Ohio law “permits courts to fashion a contract reasonable
between the parties.” Raimonde, 42 Ohio St. 2d at 25. In the interest of uniformity,
and to ensure that the parties are not “left to guess about [the] intended duration” of
the preliminary injunction, the Court foregoes application of that provision and runs
the restrictive covenant from the date of this Order. 	Cromer, 31 F.4th at 364. 	In
other words, the Court determines that all restrictive covenants will run from the
date of this Order for the lengths previously indicated and that longer restrictions
amount to invalid restraints on trade.
Regarding the non-solicitation provisions for customers and Union Home
Mortgage employees, the Court enforces the proposed restriction of one year as
reasonably necessary for the protection of Union Home Mortgage’s business and not
unreasonably restrictive on Defendants. 	Lake Land, 2004-Ohio-786, ¶ 9 (citing
Briggs, 140 Ohio St. at 507). However, because only Mr. Berryman and Mr. Tabora
were subject to a provision for the non-solicitation of referral sources, they will remain
the only Defendants subject to such a restriction. (ECF No. 51-3, ¶ 5, PageID #1256;
ECF No. 51-9, ¶ 8, PageID #1295.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 50 of 71. PageID #: <pageID>

51
I.B.2.c. Sole Contact with the Customer
Plaintiff argues that Defendants “were often—and sometimes always—the sole
contact 	with 	its 	customers 	and 	referral 	sources 	in 	Defendants’ 	jurisdictions,
geographic areas, and locations.” 	(ECF No. 23, PageID #481.) 	Defendants do not
contend otherwise. 	Indeed, the evidence at the preliminary injunction hearing
supports these facts. 	For example, Mr. Rosenberry testified that Union Home
Mortgage did nothing to help him develop client relationships, and “the development
of it itself was solely [his] development.” (ECF No. 49, PageID #925.) Therefore, this
factor supports reasonable restrictions.
I.B.2.d. Possession of Confidential Information
Plaintiff claims that Defendants “had continuous and unfettered access to
Union Home’s confidential information and trade secrets,” which would result in
“significant inequity and unfair competition” should they be allowed to work for
American Pacific, a competitor. 	(ECF No. 23, PageID #481; ECF No. 67, PageID
#1784–85.) 	Defendants argue that “Ohio courts find no protectable interest where
the purported confidential information relates to former employees’ pre-existing
customers.” (ECF No. 66, PageID #1746.)
The Court already addressed this factor in determining whether Union Home
Mortgage has a legitimate business interest to protect through a restrictive covenant.
In short, access to prospective customer lists, even when based in part on public
information, participation in strategy meetings, access to complex systems and
pricing schemes, and an “insider perspective into the [company’s] policies and
strategies” constitute confidential information. 	FirstEnergy Sols., 521 F. App’x at
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 51 of 71. PageID #: <pageID>

52
526–27. 	The same goes for Union Home Mortgage’s customers lists and password-
protected databases. Fratelli, 2025 WL 639315, at *7. Through its relationship with
their employer and customers, an employee may acquire “confidential knowledge that
should not be divulged or used for his own benefit.” Briggs, 140 Ohio St. at 509.
Further, “[c]ourts have found that an actual threat of harm exists when the
employee possesses knowledge of the employer’s trade secrets and begins working in
a position that causes [him] to compete directly with the employer.” Try Hours, Inc.
v. Douville, 2013-Ohio-53, 985 N.E.2d 955, ¶ 35 (Ohio Ct. App.) (citation omitted); see
also AK Steel Corp. v. Miskovich, No. 1:14-cv-174, 2014 WL 11881029, at *17 (S.D.
Ohio Apr. 17, 2014) (determining that the plaintiff “put forth sufficient information
that [the defendant] possesse[d] intimate knowledge of [the plaintiff’s] confidential
pricing and service strategies and ha[d] developed a significant relationship . . . while
employed”). 	Evidence of possession of intimate knowledge of and access to this
information, as well as any training or participation regarding this information,
suffices for purposes of possession of confidential information. Id.; FirstEnergy Sols.
Corp., 521 F. App’x at 526–27.
Again, this factor and interest do not encompass the relationships that each
Defendant brought to his position with Union Home Mortgage. 	Still, this factor
supports reasonable restrictions.
I.B.2.e. Unfair or Ordinary Competition
Plaintiff argues that, “[w]ithout the protection of the restrictive covenants in
the Agreements, Union Home’s competitors could raid its loan officers and trade upon
the confidential information they possess and the relationships they have cultivated
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 52 of 71. PageID #: <pageID>

53
to unfairly compete with Union Home.” 	(ECF No. 67, PageID #1785.) 	Defendants
claim that the restrictive covenants merely seek to eliminate “ordinary, instead of
unfair, competition” because they “would prevent Defendants from working with pre-
existing customers and referral sources that they self-sourced.” (ECF No. 66, PageID
#1747; ECF No. 69, PageID #1809.) Defendants have the better of this argument.
The Sixth Circuit has determined that it “would be unfair for a former
employee who was privy to confidential strategies developed by a . . . company in a
competitive industry to resign, immediately begin working for a direct competitor,
and target his former clients.” 	FirstEnergy Sols., 521 F. App’x at 527. 	There, the
Sixth Circuit upheld the district court’s determination that “[t]his is the exact [type
of] unfair competition the clause clearly seeks to eliminate.” 	Id. 	But First Energy
Solutions involved a mid-level salesman. 	Id. at 522. 	Most Defendants in this case
did not have even that lofty status or access to the sort of confidential information
involving strategies or other sensitive business information that could work actual
competitive harm on Union Home Mortgage. 	Indeed, much of the confidential
information at issue in this case involves customers, prospective customers, and
referral sources that Defendants developed before they came to work for Union Home
Mortgage. On the record presented, this fact predominates and shows that Plaintiff
seeks to restrict ordinary competition—not unfair competition. 	On balance, this
factor cuts against any restriction on Defendant’s post-separate work in the same
industry and market.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 53 of 71. PageID #: <pageID>

54
I.B.2.f. Stifling Inherent Skills or Experience
Plaintiff claims that it is not seeking to eliminate all competition or stifle
inherent skills or experience of Defendants, but only as it pertains to Union Home
Mortgage’s goodwill and confidential information. 	(ECF No. 23, PageID #482; ECF
No. 67, PageID #1786.) 	Defendants claim that they had “spent more time, if not
significantly more time, working in financial services than they did working for
Plaintiff,” and so “the restrictive covenants impermissibly seek to stifle Defendants’
inherent skills and experience in the industry, which they developed well before
working for Plaintiff.” 	(ECF No. 27, PageID #578–79; ECF No. 66, PageID #1748;
ECF No. 69, PageID #1809–10.)
For 	the 	reasons 	already 	discussed, 	Plaintiff’s 	proposed 	terms 	in 	the
preliminary injunction it seeks are overly broad, geographically and temporally.
(ECF No. 67, PageID #1795–98.) Also, they sweep beyond the interests Plaintiff seeks
to protect. The record shows that Defendants spent “most of their adult lives” in their
profession, which may be “the only profession in which they ha[d] become proficient”
and, therefore, face unreasonable geographic and temporal restrictions. 	Rogers, 57
Ohio St. 3d at 544. This holds particularly true in the case of a former employee like
Mr. Webb, who testified that he spent 28 years in the mortgage industry and only
roughly 14 months at Union Home Mortgage. 	(ECF No. 50, PageID #1120.)
Accordingly, this factor supports the Court modifying or amending the employment
agreements to achieve a reasonable restriction, as Raimonde, 42 Ohio St. 2d at 26,
empowers it to do.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 54 of 71. PageID #: <pageID>

55
I.B.2.g. Proportional Benefit and Detriment
Plaintiff claims that its benefit is not disproportionate to the detriment of the
restrictive covenants to the Defendants and that Defendants can “take on a similar
role in the same industry outside the restricted area or can work in a different role
within that area.” (ECF No. 23, PageID #482; ECF No. 67, PageID #1786.)
Defendants testified to the personal hardships each faces from restrictions on
their employment, ranging from child support and custody, mortgages and second
mortgages, bills, ability to afford travel to visit family, ability to support elderly
parents, ability to support young children, college tuition, and the ability to support
ill family members. 	(ECF No. 49, PageID #947, #983, #1008, #1030 & #1050; ECF
No. 50, PageID #1104, #1126–27 & #1148.) 	The benefit to Union Home Mortgage
from the expansive geographic and temporal restrictions it seeks is disproportionate
to the adverse effects on Defendants, several of whom testified that this work “is all
[they] know how to do” (ECF No. 49, PageID #1055) or that “[i]t’s all [they have] ever
done” (Id., PageID #947).
Therefore, to ensure proportional outcomes, the Court modifies the restrictions
to ensure that the geographic and temporal restrictions are not overly broad.
Raimonde, 42 Ohio St. 2d at 26.
I.B.2.h. Sole Means of Support
Plaintiff’s argument that Defendants have “ample experience originating
loans, so they are no doubt able to obtain new customers and referral sources in
city/counties not covered by the requested injunction” is unavailing given the breadth
of the proposed geographic and temporal restrictions. 	(ECF No. 67, PageID #1786.)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 55 of 71. PageID #: <pageID>

56
Certain Defendants would be deprived of working in places where they spent their
entire careers, while others are restricted from locations where there is no evidence
in the record that they worked while at Union Home Mortgage. As the Ohio Supreme
Court observed in Rogers, 57 Ohio St. 3d at 8, “restraints and resultant hardships”
on former employees “do exceed that which is reasonable to protect [a business’s]
legitimate business interests” where they have worked in that profession “for most of
their adult lives” and it is “the only profession in which they have become proficient.”
Multiple Defendants testified that this work “is all [they] know how to do” (ECF
No. 49, PageID #1055) or that “[i]t’s all [they have] ever done” (Id., PageID #947).
Accordingly, this factor counsels against enforcement of the restrictive covenants for
the sorts of lower level, front-line employees largely among Defendants in this case.
Raimonde, 42 Ohio St. 2d at 25.
I.B.2.i. Developed Talent
Defendants 	argue 	that 	“Union Home 	utterly 	failed to demonstrate 	that
Defendants’ talents which it seeks to suppress were developed during Defendants’
employment.” 	(ECF No. 66, PageID #1749.) 	The record amply supports this claim.
Many Defendants testified that most of the direct contact that they had with
customers, prospects, and referral sources at Union Home Mortgage came from prior
business relationships and contacts. 	Some even lost business while they worked
there. (See, e.g., ECF No. 50, PageID #1069–70.) Although Mr. Wright testified that
employees are required to complete mandatory trainings and attend various meetings
regarding best practices, such as product training and preparations of loans (ECF
No. 49, PageID #839–42), the record at this stage does not make clear what specific
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 56 of 71. PageID #: <pageID>

57
skills and experience Defendants developed during their employment at Union Home
Mortgage. Accordingly, this factor militates against post-employment restrictions.
I.B.2.j. Incidental Employment
Neither party addressed the final Raimonde factor, “[w]hether the forbidden
employment is merely incidental to the main employment.” 	42 Ohio St. 2d at 25.
Accordingly, the Court gives it no further attention.
* 	* 	*
Based on the Court’s assessment of the Raimonde factors as applied to the
employment agreements in this case, the Court determines that a few factors suggest
that the restrictive covenants should not receive judicial enforcement at all and
others demonstrate that the covenants are “greater than is required for the protection
of the employer” and “impose undue hardship on the employee” that may be “injurious
to the public.” 	Raimonde, 42 Ohio St. 2d at 26. 	In the Court’s view, however, the
most important factors on the record presented support enforcement of reasonable,
tailored restrictions. 	Accordingly, for the reasons discussed, where the geographic
and temporal restrictions fail to meet Ohio’s reasonableness test, the record supports
modification that will make the covenants enforceable. Id.
I.C. 	Breach
Plaintiff claims that there “is no doubt Defendants have breached their limited
noncompetes” and “[d]iscovery will demonstrate the full breadth and depth of
Defendants’ breaches.” 	(ECF No. 23, PageID #483; ECF No. 67, PageID #1787–88.)
Specifically, it asserts that the NMLS lists all Defendants as working for American
Pacific, “Union Home’s direct competitor.” 	(ECF No. 23, PageID #483.) 	Further,
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 57 of 71. PageID #: <pageID>

58
Plaintiff argues that “some of the Defendants actively are promoting their American
Pacific employment and touting American Pacific’s mortgage products as better than
Union Home’s products.” (Id.)
Although 	the 	geographic 	and 	temporal 	restrictions 	in 	each 	Defendant’s
employment agreement vary, all Defendants went to work for American Pacific before
the expiration of their non-competes. 	(Id., PageID #473–74.) 	In many cases, they
worked in the same location where they did at Union Home Mortgage. (Id., PageID
#474–75.) 	Defendants do not dispute this. 	Indeed, in Defendants’ responses to
Plaintiff’s requests for admission, every Defendant admitted to working in the same
or similar capacity for American Pacific as they did for Union Home Mortgage, and
all admitted to originating at least one loan for American Pacific. 	(ECF No. 30-1,
PageID #628–29, #635–36, #642–43, #649–50; #663–64; #671; #677–78 & #684–85.)
Further, at the preliminary injunction hearing, each Defendant testified that he
would originate loans in the same area where he worked for Union Home Mortgage.
(ECF No. 49, PageID #895, #899, #907, #960-61, #963, #971, #996, #1018, #1020,
#1023–24, #1041 & #1044–45; ECF No. 50, PageID #1079, #1084, #1117, #1136 &
#1138–39.) And Nugent testified that Defendants were competing with Union Home
Mortgage on behalf of American Pacific. (ECF No. 50, PageID #1162.)
Further, 	Mr. Rosenberry, 	Mr. 	Berryman, 	Mr. 	Luu, 	Mr. 	Gonzales,
Mr. Gonzalez, and Mr. Ballew indicated that, following their employment with
American 	Pacific, 	each 	communicated with 	those 	who had been 	customers 	or
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 58 of 71. PageID #: <pageID>

59
prospective customers of Union Home Mortgage. 	(ECF No. 49, PageID #903, #967,
#998–99, #1021–22 & #1044; ECF No. 50, PageID #1083–84.)
In addition, Mr. Berryman testified that he took a picture of his list of prospects
in Encompass, which houses confidential information belonging to Union Home
Mortgage. (ECF No. 49, PageID #965–66.) He testified that he went on to work with
some 	of 	those 	prospects 	while 	at 	American 	Pacific. 	(Id., 	PageID 	#968–71.)
Mr. Tabora testified that he sent himself four emails the day he resigned from Union
Home Mortgage attaching screenshots of loan applications, which he acknowledged
were confidential. (ECF No. 50, PageID #1141–42.) Mr. Rosenberry testified that he
emailed with Mr. Berryman about American Pacific and Mr. Berryman asked him
where he was going and “[w]ho [he] need[ed] to talk to.” (ECF No. 49, PageID #913.)
This testimony demonstrates that Plaintiff is likely to succeed on its breach of
contract claim with respect to its non-compete provisions for each Defendant, as well
as its non-solicitation and confidentiality provisions for some.
* 	* 	*
For these reasons, the Court determines that Plaintiff has demonstrated a
likelihood of success on the merits. Wilson, 961 F.3d at 836.
II. 	Irreparable Harm
The remedies provision of each employment agreement provides that, “[i]n the
event Employee violates any covenant set forth herein, Employee agrees that such
violation will cause irreparable harm to Company and Employee consents to the
issuance of a restraining order and/or an injunction.” 	(ECF No. 1-1, ¶ 13, PageID
#44–45; ECF No. 1-3, ¶ 15, PageID #52; ECF No. 1-4, ¶ 13, PageID #58–59; ECF
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 59 of 71. PageID #: <pageID>

60
No. 1-5, ¶ 13, PageID #65–66; ECF No. 1-6, ¶ 13, PageID #74; ECF No. 1-7, ¶ 16,
PageID #79; ECF No. 1-8, ¶ 16, PageID #85; ECF No. 1-9, ¶ 18, PageID #90–91; ECF
No. 1-10, ¶ 17, PageID #95.)
Although the parties’ agreement might satisfy the additional requirements for
the issuance of an injunction, the law does not presume injury and requires proof of
harm, even where a contract provides otherwise. 	See, e.g., Patio Enclosures, Inc. v.
Herbst, 39 F. App’x 964, 970 (6th Cir. 2002); TGR Ents., Inc. v. Kozhev, 167 Ohio App.
3d 29, 2006-Ohio-2915, 853 N.E.2d 739, ¶ 36 (Ohio Ct. App.). 	Therefore, the Court
analyzes the other requirements for issuance of an injunction without regard to the
contract.
II.A. 	Irreparable Injury
Plaintiff bears the burden of establishing that, in the absence of an injunction
barring Defendants from violating the restrictive covenants in their respective
employment agreements, they will suffer “actual and imminent” harm, not just harm
that is speculative or unsubstantiated. Abney v. Amgen, Inc., 443 F.3d 540, 552 (6th
Cir. 2006). A showing of some irreparable injury “is the sine qua non for issuance of
an injunction.” Patio Enclosures, 39 F. App’x at 967 (citing Friendship Materials, Inc.
v. Michigan Brick, Inc., 679 F.2d 100, 105 (6th Cir. 1982)). 	Absent an irreparable
injury, “there’s no need to grant relief now as opposed to at the end of the lawsuit.”
D.T. v. Sumner Cnty. Schs., 942 F.3d 324, 327 (6th Cir. 2019). “[A]lthough the extent
of an injury may be balanced against other factors, the existence of an irreparable
injury is mandatory.” Id.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 60 of 71. PageID #: <pageID>

61
Harm is irreparable where money damages do not fully compensate for the
injury. 	Certified Restoration Dry Cleaning Network, LLC v. Tenke Corp., 511 F.3d
535, 550 (6th Cir. 2007) (quoting Overstreet v. Lexington-Fayette Urban Cnty. Gov’t,
305 F.3d 566, 578 (6th Cir. 2002)). Usually, money does not fully compensate a party
where the nature of the loss makes damages difficult to calculate. 	Id. (citations
omitted).
Defendants contend that Plaintiff’s injury, if any, is fully compensable with an
award of monetary damages because Plaintiff “detailed ‘each component of what is at
issue in this case’ and included retention bonuses, existing and anticipated harm, and
attorneys’ fees,” as well as declarations calculating the minimum floor of damages for
each Defendant. 	(ECF No. 27, PageID #581–82; ECF No. 66, PageID #1751–52.)
Further, Defendants argue that, because Plaintiff calculated “the total amount of
loans each Defendant had closed, or anticipated closing,” at American Pacific,
Plaintiff can calculate damages. (ECF No. 66, PageID #1752.)
However, this argument does not account for the confidential information that
it has to protect. 	In short, Defendants benefitted from the Union Home Mortgage
name during their employment, and Plaintiff has a “legitimate interest in preventing
a former employee from using the skill, experience, training, and confidential
information the former employee has acquired” from being used to the advantage of
a competitor, including customer lists, meetings, programs, and strategies. 	UZ
Engineered Prods., 2001-Ohio-8779, at ¶ 39 (citing Rogers, 57 Ohio St. 3d at 8–9);
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 61 of 71. PageID #: <pageID>

62
Briggs, 140 Ohio St. at 509; Fratelli, 2025 WL 639315, at *7; Payne, 2020 WL
4282309, at *9; FirstEnergy Sols. Corp, 521 F. App’x at 527.
In FirstEnergy Solutions, 521 F. App’x at 529, the Sixth Circuit determined
that there was a risk of irreparable injury because the defendant contacted customers
after joining a competitor. 	So too here. 	There is evidence in the record that, after
beginning 	their 	employment 	with 	American 	Pacific, 	multiple 	Defendants
communicated with those who were customers or prospective customers of Union
Home Mortgage. (ECF No. 49, PageID #903, #967, #998–99, #1021–22 & #1044; ECF
No. 50, PageID #1083–84.)
Regarding confidential information, “an actual threat of harm exists when the
employee possesses knowledge of the employer’s trade secrets and begins working in
a position that causes [him] to compete directly with the employer.” Try Hours, 2013-
Ohio-53, at ¶ 35 (citation omitted); see also AK Steel Corp., 2014 WL 11881029, at
*17. 	Proof of actual theft or improper use is not required, even though two
Defendants 	testified to 	taking information 	that Union 	Home 	Mortgage deems
confidential. (ECF No. 49, PageID #965–71; ECF No. 50, PageID #1141–42.)
Here, Plaintiff demonstrated irreparable injury. 	Though on this record that
injury is intangible and difficult to quantify, that is the point. 	Otherwise, Plaintiff
could receive an award of damages instead at the close of the litigation.
II.B. 	Delay
Defendants 	argue 	that 	“Plaintiff’s 	claim 	of 	irreparable 	harm 	further 	is
undermined by its delay in seeking a preliminary injunction.” (ECF No. 27, PageID
#583; ECF No. 66, PageID #1753.) 	Although Plaintiff did not file its motion for
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 62 of 71. PageID #: <pageID>

63
preliminary injunction until roughly two and a half months after filing suit, it did so
two weeks after Defendants appeared. (ECF No. 11; ECF No. 12; ECF No. 13; ECF
No. 14; ECF No. 15; ECF NO. 16; ECF No. 17; ECF No. 18.)
According to Plaintiff, Defendants did not respond to correspondence regarding
a proposed report of parties planning meeting in March 2025 so that the parties could
initiate discovery “as soon as possible.” (ECF No. 30, PageID #621.) Such a delay is
justified, and courts in the Sixth Circuit have not determined otherwise. 	See, e.g.,
York Risk Services Group, Inc. v. Couture, 787 F. App’x 301, 309 (6th Cir. 2019)
(determining that the plaintiff’s delay of six months was not unreasonable “despite
having waited months to file the lawsuit”).
Defendants cite Citibank, N.A. v. Citytrust, 756 F.2d 273, 276 (2d Cir. 1985),
to support their claim that some courts have determined that a delay of ten weeks
was unreasonable. But that is not what that case stated. Instead, the Second Circuit
in Citibank observed that the plaintiff did not seek an injunction until “more than
ten weeks after it learned directly of [the defendant’s] plans, and more than nine
months after it received notice through the press that [the defendant] intended to
open a Long Island branch.” 756 F.2d at 276 (emphasis added). Moreover, a delay in
conferring with counsel was not at issue in that case.
Nor is this case similar to Ohio Contractors Association v. City of Akron,
No. 5:14-cv-0923, 2014 WL 1761611, at *8 (N.D. Ohio May 1, 2014). 	There, the
plaintiff “waited until the eve of bidding to seek injunctive relief, compromising
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 63 of 71. PageID #: <pageID>

64
defendant’s ability to finance the Rack 15 Project,” resulting in “unconscionable
delay.” Id. But no comparable or prejudicial delay appears in the record of this case.
* 	* 	*
Plaintiff takes steps to preserve and maintain the confidentiality of its
mortgage service information, employs physical and electronic security measures,
and requires its employees to sign employment agreements which contain restrictive
covenants. 	(ECF No. 1, ¶ 21, PageID #4; ECF No. 51, ¶ 24, PageID #1196–97.)
Quantifying the loss from breach of the employment agreements, if ultimately proved,
will present significant challenges. See PFG Ventures, L.P. v. Kennedy, No. 1:22-cv-
01177, 2022 WL 2900713, at *10 (N.D. Ohio July 22, 2022). Moreover, an injunction
better vindicates the nature of the confidentiality interests at issue than an award of
damages. 	After all, damages cannot unring the bell from any potential disclosure.
Id. In this regard, Plaintiff establishes irreparable injury based on the record at this
stage of the proceedings. Wilson, 961 F.3d at 836.
III. 	Substantial Harm to Others and the Public Interest
Plaintiff maintains that a temporary cessation of “Defendants’ wrongful
activities and enforcement of the Agreement will not adversely affect third parties,”
and “[f]air competition and the accurate and proper use of Union Home’s information
are plainly in the public interest.” (ECF No. 23, PageID #485–86; ECF No. 67, PageID
#1790–91.) 	Further, Wright testified that there was not a shortage of loan officers
(ECF No. 49, PageID #855), which Plaintiff argues meant that business competition
and the public interest would not be adversely affected (ECF No. 67, PageID #1790).
Defendants counter that “[i]ssuing the requested injunction would force Defendants
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 64 of 71. PageID #: <pageID>

65
out of work for a significant period of time,” as well as access for customers,
prospective customers, and referral partners that worked with Defendants. 	(ECF
No. 27, PageID #585; ECF No. 66, PageID #1754–55.)
Although contracts in restraint of trade have long been void, the Ohio Supreme
Court has crafted a limited and narrow exception to this rule of law where a court
can modify the covenants in an employment agreement to impose only reasonable
restrictions narrowly tailored to the legitimate interests of the former employer.
Raimonde, 42 Ohio St. 2d at 26. With that formulation from the Ohio Supreme Court,
restrictive covenants, modified to be reasonable if necessary, fall within the public
interest in free and fair competition. See UZ Engineered Prods., 2001-Ohio-8779, at
¶ 42.
Defendants cite two cases from outside 	the Sixth Circuit that have no
application here. 	In SAS Institute, Inc. v. World Programming Ltd., 874 F.3d 370,
388 (4th Cir. 2017), the Fourth Circuit determined that an injunction would cause
customers to have to “expend significant time and money” to replace their software
systems. 	There is no indication in the record that any customers or prospective
customers would incur such friction in meeting their needs in the mortgage market.
In Cenveo Corp. v. Southern Graphic Systems, Inc., No. 08-5521, 2009 WL 161210, at
*4 (D. Minn. Jan. 22, 2009), the court determined that it would be unreasonable to
prevent third parties like Target from selecting a vendor of their choosing “given the
concededly fluid, competitive pre-press industry.” 	But the court also observed that,
in 	the 	pre-press 	industry, 	“loyalty 	to 	a 	vendor 	is 	often 	trumped 	by 	cost 	or
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 65 of 71. PageID #: <pageID>

66
convenience.” 	Id. 	Defendants argue that many of their customers are “trusted
friends and neighbors.” 	(ECF No. 66, PageID #1755; ECF No. 69, PageID #1812.)
Again, nothing in the record suggests that any prospective or current customer who
might be affected by an injunction will face difficulty in the mortgage market as a
result.
For these reasons, the Court determines that a preliminary injunction will not
cause harm to third parties or the public interest. Wilson, 961 F.3d at 836.
IV. 	Bond
Rule 65(c) provides that a court may only issue an injunction “if the movant
gives security” in a proper amount. Under the law of this Circuit, however, a district
court has discretion whether to require the posting of a bond or other security. 	See
Appalachian Reg’l Healthcare, Inc. v. Coventry Health & Life Ins. Co., 714 F.3d 424,
431 (6th Cir. 2013) (quoting Moltan Co. v. Eagle-Picher Indus., Inc., 55 F.3d 1171,
1176 (6th Cir. 1995)). 	“Generally, the amount of bond in a non-compete/non-
solicitation case should reflect ‘the potential loss of salary reduced by the possibility
of other employment opportunities in non-restricted areas and other mitigating
factors.’” Fratelli, 2025 WL 639315, at *19 (citation omitted).
Plaintiff requests that the Court “set security at the minimal amount sufficient
to satisfy the Court of Union Home’s ability to respond to any potential loss by
Defendants” and that a de minimis bond is appropriate. (ECF No. 23, PageID #487;
ECF No. 67, PageID #1791.) 	Defendants argue that an injunction “would impose a
significant harm” on the former employees. (ECF No. 27, PageID #585; ECF No. 66,
PageID 	#1756.) 	Wright 	testified 	that 	the 	average 	of 	each 	Defendants’ 	2024
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 66 of 71. PageID #: <pageID>

67
compensation was “close to a quarter million dollars.” 	(ECF No. 49, PageID #837.)
On a monthly basis, that works out to $20,833. Because the preliminary injunction
the Court enters will run for a total of 76 months spread among the eight Defendants,
the Court will set a bond in the total amount of $2 million to account for this period
plus the additional injunctions that apply for one year that Plaintiff requested.
Calculated another way, the Court enjoins all eight Defendants in certain respects
for one year, resulting in a figure of $1,999,968, which the Court rounds up to set
bond at $2 million.
CONCLUSION
For the foregoing reasons, and balancing the factors under Rule 65, the Court
determines that Plaintiff has clearly shown a likelihood of success on its breach of
contract claim. Additionally, Plaintiff has shown that it will suffer irreparable harm
absent an injunction. 	No third parties will suffer substantial harm, and the public
interest weighs in favor of granting an injunction. Accordingly, the Court GRANTS
IN PART AND DENIES IN PART Plaintiff’s motion for a preliminary injunction,
with the modifications set out below.
Specifically, the Court ORDERS as follows:
Defendant Michael Ballew shall be enjoined for three (3) months from
the effective date of the Court’s Order from, directly or indirectly, in the
City of Roanoke, Virginia and Staunton, Virginia from: (1) serving as a
branch manager, loan officer, or in any similar role which originates or
facilitates the origination of mortgage loans, or (2) being compensated
in any way for the origination of mortgage loans in the city or borough
limits in which he served for Union Home Mortgage.
Defendant Andy (Carl) Berryman shall be enjoined for ten (10) months
from the effective date of the Court’s Order from, directly or indirectly,
in Hanover, Pennsylvania and Chambersburg, Pennsylvania from: 	(1)
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 67 of 71. PageID #: <pageID>

68
serving as a branch manager, loan officer, or in any similar role which
originates or facilitates the origination of mortgage loans, or (2) being
compensated in any way for the origination of mortgage loans in the city
or borough limits in which he served for Union Home Mortgage.
Defendant Elias Gonzales shall be enjoined for eleven (11) months from
the effective date of the Court’s Order from, directly or indirectly, in
Bethesda, Maryland and Rockville, Maryland from: 	(1) serving as a
branch manager, loan officer, or in any similar role which originates or
facilitates the origination of mortgage loans, or (2) being compensated
in any way for the origination of mortgage loans in the city or borough
limits in which he served for Union Home Mortgage.
Defendant Pedro Gonzalez shall be enjoined for eleven (11) months from
the effective date of the Court’s Order from, directly or indirectly, in
Bethesda, Maryland and Rockville, Maryland from: 	(1) serving as a
branch manager, loan officer, or in any similar role which originates or
facilitates the origination of mortgage loans, or (2) being compensated
in any way for the origination of mortgage loans in the city or borough
limits in which he served for Union Home Mortgage.
Defendant Hong (Bobby) Luu shall be enjoined for one (1) year from the
effective date of the Court’s Order from, directly or indirectly, in Fairfax,
Virginia and Vienna, Virginia from: 	(1) serving as a branch manager,
loan officer, or in any similar role which originates or facilitates the
origination of mortgage loans, or (2) being compensated in any way for
the origination of mortgage loans in the city or borough limits in which
he served for Union Home Mortgage.
Defendant Blain Rosenberry shall be enjoined for one (1) year from the
effective date of the Court’s Order from, directly or indirectly, in
Chambersburg, 	Pennsylvania, 	Hanover, 	Pennsylvania, 	and 	York,
Pennsylvania from: (1) serving as a branch manager, loan officer, or in
any 	similar 	role 	which 	originates 	or 	facilitates 	the 	origination 	of
mortgage loans, or (2) being compensated in any way for the origination
of mortgage loans in the city or borough limits in which he served for
Union Home Mortgage.
Defendant George Tabora shall be enjoined for eight (8) months and two
(2) weeks from the effective date of the Court’s Order from, directly or
indirectly, in 	Bethesda, 	Maryland from: 	(1) 	serving as a branch
manager, 	loan 	officer, 	or 	in 	any 	similar 	role 	which 	originates 	or
facilitates the origination of mortgage loans, or (2) being compensated
in any way for the origination of mortgage loans in the city or borough
limits in which he served for Union Home Mortgage.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 68 of 71. PageID #: <pageID>

69
Defendant Robert Webb shall be enjoined for nine (9) months and one
(1) week from the effective date of the Court’s Order from, directly or
indirectly, in the cities of Belmont, North Carolina and Shelby, North
Carolina from: (1) serving as a branch manager, loan officer, or in any
similar role which originates or facilitates the origination of mortgage
loans, or (2) being compensated in any way for the origination of
mortgage loans in the city or borough limits in which he served for Union
Home Mortgage.
All eight Defendants shall be enjoined from soliciting or accepting
business 	from 	Union 	Home 	Mortgage’s 	customers 	and 	prospective
customers with whom each Defendant previously had contact or about
whom they obtained confidential information for one (1) year from the
date the Court enters this Order.
Defendants Andy (Carl) Berryman and George Tabora shall be enjoined
from soliciting or accepting business from Union Home Mortgage’s
referral sources with whom each Defendant previously had contact or
about whom they obtained confidential information for one (1) year from
the date the Courts enters this Order.
All eight Defendants shall be enjoined from using and/or disclosing
Union Home Mortgage’s confidential and/or trade secret information,
including but not limited to, the information regarding referral sources,
customers, and identified prospective customers.
All eight Defendants shall be enjoined from, directly or indirectly,
soliciting Union Home Mortgage employees on behalf of a competitor of
Union Home Mortgage for one (1) year from the date this Court enters
this Order.
Nothing in this Order shall prohibit any Defendant from soliciting or
accepting business from any customer or referral source that Defendant
had before his employment with Union Home Mortgage.
Pursuant to Rule 65(d)(2)(C), American Pacific and any subsequent
employer of all eight Defendants who competes with Union Home
Mortgage 	shall 	be 	enjoined 	from 	acting 	in 	“active 	concert 	or
participation” with Defendants to violate this Order.
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 69 of 71. PageID #: <pageID>

70
* 	* 	*
In reaching its conclusion to enter a preliminary injunction, the Court makes
a brief note regarding Raimonde, 42 Ohio St. 2d at 26. Although the Ohio Supreme
Court has followed this precedent and similar principles of its predecessors for
decades, the Court has concerns about its broad grant of power for courts to serve
essentially as a party to a contract between private parties. Indeed, in Raimonde, 42
Ohio St. 2d at 25, the Ohio Supreme Court acknowledged that “[a]ppellee argues that
adoption of a rule of reasonableness would allow employers to dictate restraints
without fear, knowing that judges will rewrite contracts if they are taken to court.”
But it reasoned that “[s]uch a contention is without merit. Most employers who enter
contracts do so in good faith, and seek only to protect legitimate interests. 	In fact,
relatively few employment contracts reach the courts.” Id.
In the 50 years since Raimonde, the Court cannot say that the Ohio Supreme
Court’s prediction of infrequent litigation involving employment contracts has aged
well. 	And this case makes real the fear to which the Ohio Supreme Court gave the
back of its hand in Raimonde. Plaintiff has cobbled together individually reasonable
contractual covenants and restrictions, which taken together work real hardship on
run-of-the-mill employees, secure in the knowledge that a court will re-work the
parties’ deal. 	If the law simply refused to enforce unreasonable or burdensome
restraints on trade in employment contracts, outside narrow classes of senior
employees or those with particularly sensitive positions, the parties would have more
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 70 of 71. PageID #: <pageID>

71
serious incentives and motivation to act reasonably and craft meaningful and
enforceable covenants.
As things stand, however, Ohio law asks courts to undertake a role to which
they are not suited and which likely exceeds their constitutional authority. Because
the law has now reached the point where an employer can push restrictive covenants
to the point of becoming little more than naked restraints on trade, as this case shows,
it might well be time for the Ohio Supreme Court to revisit Raimonde to return courts
to their proper and more limited role in enforcing covenants in employment contracts,
not rewriting them: 	“courts generally hold parties to the deals they make; and of
course, courts should hesitate, and then hesitate some more, before modifying a
contract, even to remove an inadvertent flaw.” 	Kansas v. Nebraska, 574 U.S. 445,
470 (2015).
SO ORDERED.
Dated: December 29, 2025
J. Philip Calabrese
United States District Judge
Northern District of Ohio
Case: 1:25-cv-00318-JPC Doc #: 79 Filed: 12/29/25 71 of 71. PageID #: <pageID>