MS Distributors, LLC v. Synergy Factory, LLC et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
MS DISTRIBUTORS LLC,
Plaintiff,
v.
SYNERGY 	FACTORY 	LLC 	(Florida);
SYNERGY 	FACTORY 	LLC 	(Puerto
Rico); 	BOULEVARD 	GARAGE 	AUTO
SERVICE 	& 	Q-LUBE 	LLC; 	JOSE 	LUIS
IRIZARRY 	ALCOVER; 	OSVALDO 	O.
FRIGER 	SALGUEIRO; 	JOSE 	LUIS
RODRÍGUEZ-CENTENO; 	YVONNE
GISSELLE-OTERO; 	and 	the 	MARITAL
PROPERTY REGIME RODRÍGUEZ-OTERO.
Defendants.
CIVIL NO. 25-1108 (RAM)
OPINION AND ORDER
RAÚL M. ARIAS-MARXUACH, United States District Judge
Pending 	before 	the 	Court 	is 	Plaintiff 	MS 	Distributors 	LLC’s
(“Plaintiff” 	or 	“MS 	Distributors”) 	request 	for 	preliminary
injunctive relief under federal and Puerto Rico law. (Docket Nos.
2 and 3). For the reasons set out below, MS distributor’s request
for preliminary injunction is DENIED.
I. 	PROCEDURAL BACKGROUND
On February 19, 2025, Plaintiff filed its Verified Complaint
and Verified Memorandum of Law in Support of Verified Complaint &
Remedies 	Requested 	Therein 	(“Memorandum 	of 	Law”). 	(Docket 	Nos. 	2
and 3, respectively). Plaintiff claims that co-defendant Jose Luis
Rodríguez-Centeno 	(“Mr. 	Rodríguez”), 	a 	former 	employee,
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Civil No. 25-1108(RAM) 	2
misappropriated 	MS 	Distributor’s 	trade 	secrets, 	namely 	its
“product formulas and manufacturing process for various automobile
care 	products,” 	and 	improperly 	disclosed 	them 	to 	co-defendants
Jose 	Luis 	Irizarry-Alcover 	(“Mr. 	Irizarry”), 	Osvaldo 	Friger-
Salgueiro 	(“Mr. 	Friger”), 	Synergy 	Factory 	LLC 	(Puerto 	Rico)
(“Synergy 	PR”), 	Synergy 	Factory 	LLC 	(Florida) 	(“Synergy 	FL”)
(jointly referred as "Synergy Factory"), and Boulevard Garage Auto
Service 	& 	O-Lube 	LLC 	(“Boulevard 	Garage”) 	(collectively 	with 	Mr.
Rodríguez, 	“Defendants”). 	(Docket 	No. 	3 	at 	2). 	Plaintiff 	further
contends 	“[t]he 	misappropriated 	trade 	secrets 	allowed 	Defendants
to 	manufacture 	a 	line 	of 	products 	for 	automotive 	cleaning 	and
maintenance, 	that 	they 	did 	not 	produce 	before.” 	Id. 	at 	3.
Accordingly, 	MS 	Distributors 	requests 	injunctive 	relief 	ordering
Defendants to cease from using and/or disclosing Plaintiff’s trade
secrets 	(including 	selling 	or 	manufacturing 	products 	allegedly
using 	Plaintiff’s 	trade 	secrets), 	pursuant 	to 	the 	Defend 	Trade
Secrets Act of 2016 (“DTSA”), 18 U.S.C. §§ 1836, et seq., and the
Industrial and Trade Secret Protection Act of Puerto Rico, Law No.
80 of June 3, 2011, as amended, (“ITSPA”), P.R. Laws. Ann. Tit. 10
§§ 4131, et seq. Id. at 24-26 and 27-30.
The 	Court 	held 	a 	four-day 	preliminary 	injunction 	hearing.
(Docket 	Nos. 	80, 	87, 	115 	and 	117). 	During 	the 	hearing, 	Plaintiff
presented the testimony of Miguel Sánchez, the president and owner
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Civil No. 25-1108(RAM) 	3
of 	MS 	Distributors, 	and 	Alexis 	J. 	Torres-Irizarry, 	an 	expert
witness, on its behalf. Id.
II. 	LEGAL STANDARD
A. Defining and Protecting Trade Secrets
The 	DTSA 	and 	ITSPA 	provide 	protections 	“for 	individuals 	and
entities 	claiming 	misappropriation 	of 	their 	trade 	secrets.”
Allstate Ins. Co. v. Fougere, 79 F.4th 172, 187 (1st Cir. 2023).
The DTSA defines a trade secret as:
[A]ll forms and types of financial, business,
scientific, 	technical, 	economic, 	or
engineering 	information, 	including 	patterns,
plans, 	compilations, 	program 	devices,
formulas, 	designs, 	prototypes, 	methods,
techniques, 	processes, 	procedures, 	programs,
or codes, whether tangible or intangible, and
whether 	or 	how 	stored, 	compiled, 	or
memorialized 	physically, 	electronically,
graphically, 	photographically, 	or 	in 	writing
if—
(A) the 	owner 	thereof 	has 	taken 	reasonable
measures to keep such information secret; and
(B) 	the 	information 	derives 	independent
economic value, actual or potential, from not
being 	generally 	known 	to, 	and 	not 	being
readily ascertainable through proper means by,
another 	person 	who 	can 	obtain 	economic 	value
from 	the 	disclosure 	or 	use 	of 	the
information[.]
18 U.S.C. § 1839(3) (emphasis added). Although this definition is
broad, when raising a DTSA claim, “a plaintiff must ‘adequate[ly]’
describe 	the 	asserted 	trade 	secrets 	‘with 	clarity 	that 	can 	be
understood 	by 	a 	lay 	person’” 	and 	with 	sufficient 	specificity.
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Civil No. 25-1108(RAM) 	4
Insulet 	Corp. 	v. 	EOFlow 	Co., 	755 	F. 	Supp. 	3d 	70, 	89 	(D. 	Mass.
2024), motion to certify appeal denied, No. CV 23-11780-FDS, 2024
WL 5442419 (D. Mass. Nov. 1, 2024) (quoting Neural Magic, Inc. v.
Meta Platforms, Inc., 659 F. Supp. 3d 138, 166-7 (D. Mass. 2023)).
On 	its 	part, 	the 	ITSPA, 	which 	is 	based 	on 	the 	Uniform 	Trade
Secrets Act, defines trade secrets to be any information that:
(a) 	That 	has 	a 	present 	or 	a 	potential
independent 	financial 	value 	or 	that 	provides
a 	business 	advantage, 	insofar 	as 	such
information is not common knowledge or readily
accessible through proper means by persons who
could 	make 	a 	monetary 	profit 	from 	the 	use 	or
disclosure of such information, and
(b) 	for 	which 	reasonable 	security 	measures
have been taken, as circumstances dictate, to
maintain its confidentiality.
TLS 	Mgmt. 	& 	Mktg. 	Servs., 	LLC 	v. 	Rodriguez-Toledo, 	966 	F.3d
46, 52 (1st Cir. 2020) (quoting P.R. Laws Ann. tit. 10, § 4132).
Generally, 	a 	trade 	secret 	is 	“misappropriated” 	if 	it 	is
acquired or disclosed by improper means. See 18 U.S.C. § 1839(5).
Per 	the 	DTSA, 	improper 	means 	“includes 	theft, 	bribery,
misrepresentation, 	breach 	or 	inducement 	of 	a 	breach 	of 	a 	duty 	to
maintain secrecy, or espionage through electronic or other means”
and “does not include reverse engineering, independent derivation,
or 	any 	other 	lawful 	means 	of 	acquisition.” 	18 	U.S.C. 	§ 	1839(6).
Notably, 	although 	the 	“Puerto 	Rico 	Supreme 	Court 	has 	not 	further
illuminated 	the 	elements 	for 	proving 	trade 	secret
misappropriation... the Puerto Rico Supreme Court generally looks
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Civil No. 25-1108(RAM) 	5
at the law of other jurisdictions that have adopted a uniform act
when interpreting Commonwealth law that was modeled after the same
uniform act.” TLS Mgmt. & Mktg. Servs., 966 F.3d at 52.
Because 	the 	definitions 	under 	the 	DTSA 	are 	substantially
similar 	to 	those 	under 	the 	ITSPA, 	the 	Court 	shall 	revise 	both
statutes in tandem. See P.R. Laws. Ann. Tit. 10 §§ 4131-4132.
B. The Preliminary Injunction Standard
Fed. R. Civ. P. 65(a) authorizes courts to issue preliminary
injunctions 	upon 	notice 	to 	the 	adverse 	party. 	When 	faced 	with 	a
motion 	for 	a 	preliminary 	injunction, 	district 	courts 	must 	assess
the following four elements:
(1) 	the 	likelihood 	of 	success 	on 	the 	merits;
(2) the potential for irreparable harm if the
injunction 	is 	denied; 	(3) 	the 	balance 	of
relevant 	impositions, 	i.e., 	the 	hardship 	to
the 	nonmovant 	if 	enjoined 	as 	contrasted 	with
the 	hardship 	to 	the 	movant 	if 	no 	injunction
issues; 	and 	(4) 	the 	effect 	(if 	any) 	of 	the
court's ruling on the public interest.
Charlesbank 	Equity 	Fund 	II 	v. 	Blinds 	To 	Go, 	Inc., 	370 	F.3d 	151,
162 	(1st 	Cir. 	2004) (quoting 	Ross-Simons 	of 	Warwick, 	Inc. 	v.
Baccarat, 	Inc., 	102 	F.3d 	12, 	15 	(1st 	Cir. 	1996)); 	see 	also
NuVasive, Inc. v. Day, 954 F.3d 439, 443 (1st Cir. 2020) (quoting
Nieves-Márquez v. Puerto Rico, 353 F.3d 108, 120 (1st Cir. 2003)).
Both 	the 	DTSA 	and 	ITSPA 	explicitly 	provide 	that 	courts 	may 	issue
injunctive relief to protect trade secrets from misappropriation.
See 18 U.S.C § 1836(b)(3)(A); P.R. Laws. Ann. Tit. 10 § 4136.
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Civil No. 25-1108(RAM) 	6
Notably, the ITSPA provides that “cases in which it is proven
that 	an 	industrial 	or 	trade 	secret 	has 	been 	misappropriated, 	the
court 	may 	issue 	a 	preliminary 	injunction 	order, 	for 	which 	the
plaintiff 	shall 	not 	be 	under 	the 	obligation 	to 	prove 	irreparable
damages.” 	P.R. 	Laws. 	Ann. 	Tit. 	10 	§ 	4136. 	Nevertheless, 	per 	the
text 	of 	the 	statute, 	the 	party 	seeking 	injunctive 	relief 	must
establish 	that 	a 	trade 	secret 	has 	been 	misappropriated, 	which 	is
analogous to likelihood of success on the merits.
III. FINDINGS OF FACT
Fed. R. Civ. P. 52(a) requires that courts state the findings
that support its decision in granting or refusing an interlocutory
injunction. 	Having 	analyzed 	the 	relevant 	pleadings 	on 	the 	docket
and the evidence presented at the Preliminary Injunction Hearing,
the Court makes the following findings of fact:1
A. MS Distributors
1. Miguel Sánchez (“Mr. Sánchez”) is the President and owner of
MS Distributors, a limited liability company organized under
the laws of Puerto Rico on April 30, 2014.
2. MS Distributors represents and distributes automobile product
lines from all over the world, manufactures its own automobile
products, and provides services to car dealerships in Puerto
Rico.
1 	References 	to 	a 	specific 	Finding 	of 	Fact 	shall 	be 	cited 	in 	the 	following
manner: (Fact ¶ _).
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Civil No. 25-1108(RAM) 	7
3. MS 	Distributors 	realized 	that 	there 	was 	a 	market 	in 	Puerto
Rico 	for 	products 	like 	those 	in 	the 	Pro 	Car 	Beauty 	line 	it
represented but at a lower price point.
B. Developing Formulas and Manufacturing Products
4. MS 	Distributors 	began 	to 	manufacture 	its 	own 	products 	under
the 	registered 	trademark 	label 	AMS 	Industrial 	Solutions
(“AMS”).
5. The 	first 	product 	manufactured 	by 	MS 	Distributors 	was 	Tire
Dressing. MS Distributors purchased the formula from Patricio
Morales and initiated production. The label for this product
was “Magic Shine”.
6. Mr. 	Sánchez 	was 	interested 	in 	producing 	more 	products,
specifically 	a 	pH 	balanced 	car 	wash 	formula 	and 	two 	coolant
formulas.
7. Mr. Sánchez contacted Jose Luis Rodríguez (“Mr. Rodríguez”),
an 	individual 	engaged 	in 	selling 	formulas, 	to 	help 	him 	with
the formulas.
8. On 	May 	10, 	2016, 	Mr. 	Rodríguez 	provided 	Mr. 	Sánchez 	with 	a
Service 	Proposal 	Agreement 	for 	the 	acquisition 	of 	formulas
whereby 	Mr. 	Rodríguez 	committed 	to 	provide 	formulas 	for 	car
shampoo, coolant 50, and coolant 33, as well as instructions
and 	support 	with 	mixing 	the 	formulas, 	in 	exchange 	for
$4,000.00 from MS Distributors.
9. 	Mr. Rodríguez and Mr. Sánchez signed the agreement.
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Civil No. 25-1108(RAM) 	8
10. Per the terms of the Service Proposal Agreement, the parties
also 	agreed 	to 	sign 	a 	confidentiality 	agreement 	to 	“protect
the 	integrity 	and 	confidentiality 	of 	our 	agreements,” 	but
there 	is 	no 	evidence 	that 	a 	confidentiality 	agreement 	was
executed.
11. The 	Service 	Proposal 	Agreement 	did 	not 	specify 	that 	the
formulas would be exclusively made for MS Distributors could
not be sold to other manufacturers.
12. MS 	Distributors 	did 	not 	enter 	a 	non-compete 	agreement 	with
Mr. Rodríguez.
13. MS Distributors did not have a nondisclosure agreement signed
by 	Mr. 	Rodríguez 	nor 	did 	it 	provide 	Mr. 	Rodríguez 	with 	any
manuals, 	protocols 	or 	rules 	regarding 	the 	handling 	of
formulas or trade secrets.
14. Mr. 	Rodríguez 	provided 	the 	formulas 	agreed 	upon 	and 	MS
Distributors began manufacturing them.
15. Mr. Sánchez subsequently asked Mr. Rodríguez to work with MS
Distributors to develop new products.
16. Mr. Sánchez testified that as Mr. Rodríguez provided support
with 	chemical 	products, 	he 	integrated 	himself 	into 	MS
Distributors 	and 	eventually 	became 	an 	employee 	in 	2018.
Specifically, 	Mr. 	Rodríguez 	began 	as 	a 	salesman 	for 	MS
Distributors and later became the company’s general manager.
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Civil No. 25-1108(RAM) 	9
17. Mr. 	Sánchez 	wanted 	to 	make 	an 	iron 	remover 	product 	like 	the
one 	in 	the 	Pro 	Car 	Beauty 	line 	and 	asked 	Mr. 	Rodríguez 	to
help him develop it.
18. At Mr. Rodríguez’s request, Mr. Sánchez got the Pro Car Beauty
Safety Data Sheet (“SDS”).
19. The SDS indicates the different components of a given product,
the 	active 	ingredients, 	safety 	elements, 	and 	what 	to 	do 	in
case 	of 	an 	emergency. 	SDSs 	are 	publicly 	available, 	and
therefore 	anyone 	with 	internet 	access 	can 	search 	the 	SDS 	of
Pro Car Beauty products.
20. Mr. 	Sánchez 	and 	Mr. 	Rodríguez 	contacted 	Evans, 	the 	German
company that produces a raw material that is used in the Pro
Car Beauty formula. They told Evans that they were interested
in producing an iron removal material but did not know how to
go about it.
21. Evans 	provided 	them 	with 	the 	formula 	as 	well 	as 	information
needed to manufacture it, and MS Distributors made its first
purchase from Evans.
22. Even with the formula, modifications needed to be made for it
to 	achieve 	the 	desired 	result. 	Mr. 	Sánchez 	provided 	Mr.
Rodríguez 	with 	feedback 	so 	that 	he 	could 	make 	necessary
adjustments 	until 	the 	formula 	worked 	just 	like 	the 	Pro 	Car
Beauty 	product. 	Specifically, 	they 	had 	to 	add 	more 	of 	a
particular product.
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Civil No. 25-1108(RAM) 	10
23. The 	iron 	remover 	developed 	through 	this 	process 	was 	sold 	as
AMS Industrial Solutions Iron Remover.
24. Mr. 	Sánchez 	testified 	that 	the 	Iron 	Remover 	formula 	is
difficult to make because it is hard to access the necessary
raw materials in Puerto Rico as they are made outside of the
United States.
25. Mr. 	Sánchez 	testified 	that 	MS 	Distributors 	is 	using 	Pro 	Car
Beauty’s formula for iron remover.
26. Mr. 	Sánchez 	testified 	that 	the 	formula 	belongs 	to 	MS
Distributors because Evans provided it to them. However, Mr.
Sánchez 	does 	not 	know 	if 	Evans 	shared 	the 	formula 	with 	any
other entity besides MS Distributors.
27. Mr. 	Sánchez 	distributed 	the 	Pro 	Car 	Beauty 	product 	called
clear Rubber Dressing, a water-based product that is diluted.
28. The 	competition 	in 	Puerto 	Rico 	only 	sold 	a 	non-diluted
product. A dilutable product is much more cost effective.
29. Mr. Rodríguez started to work on developing a formula but was
unable to get it quite right.
30. Mr. 	Sánchez 	suggested 	calling 	Capco, 	the 	company 	that 	sells
the 	raw 	materials 	for 	assistance. 	Capco 	suggested 	adding 	a
thickener.
31. Mr. Sánchez and Mr. Rodríguez continued to add the thickener
until they achieved a product that was dilutable 3 to 1. This
product was sold as AMS Industrial Solutions Flushing.
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Civil No. 25-1108(RAM) 	11
32. Mr. Rodríguez proposed making more cost-effective versions of
Pro Car Beauty degreaser and multi-use cleaner formulas that
MS Distributors distributed.
33. Mr. Sánchez and Rodríguez developed a diluted degreaser using
the HydroMinder system, as specified by the manufacturer. The
diluted 	degreaser 	was 	cheaper, 	didn’t 	ruin 	the 	vehicles
surface, and would not cause bad reactions on the skin. 	This
product 	was 	sold 	as 	AMS 	Industrial 	Solutions 	Industrial
Degreaser.
34. Mr. 	Rodríguez 	also 	helped 	develop 	a 	multi-purpose 	cleaning
product, 	sold 	as 	AMS 	Industrial 	Solutions 	Multi-Purpose
Cleaner.
35. To protect MS Distributor’s formulas, Mr. Sánchez limited the
number of people with access to them, kept the formulas in a
file 	under 	lock 	and 	key, 	and 	saved 	them 	in 	a 	password
protected a computer.
36. However, 	the 	documents 	containing 	the 	formulas 	were 	not
labeled as confidential.
37. Only 	four 	people 	had 	access 	to 	the 	formulas, 	namely: 	Mr.
Sánchez, 	Mr. 	Rodríguez, 	Anna 	Acosta 	(an 	administrator), 	and
Felix Guzman (the individual who mixes the products).
38. Mr. 	Sánchez 	protected 	these 	formulas 	because 	they 	are 	the
“heart of the company.”
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Civil No. 25-1108(RAM) 	12
39. By 	developing 	products 	locally, 	MS 	Distributors 	had 	an
advantage 	in 	the 	market 	because 	it 	was 	able 	to 	offer 	more
competitive pricing for its products and always had inventory
available in Puerto Rico whereas other local distributors had
to import products from other countries.
C. Synergy Factory
40. Synergy Factory is a company that began manufacturing similar
products 	in 	2021. 	Their 	main 	products 	were 	car 	wash,
degreaser, and iron remover.
41. Auto Complete, a mechanic shop owned by Synergy Factory, was
a 	client 	of 	MS 	Distributors 	that 	purchased 	the 	products 	MS
Distributors 	manufactured. 	Their 	last 	purchase 	of 	AMS
Industrial 	Solutions 	products 	from 	MS 	Distributors 	was 	on
January 25, 2021.
42. Synergy Factory and Auto Complete are owned by Mr. Jose Luis
Irizarry-Alcover 	(“Mr. 	Irizarry”), 	who 	also 	serves 	as 	the
president of both companies.
43. Mr. Sánchez testified that Auto Complete and Synergy Factory
operated as if they were the same company. For example, Auto
Complete 	would 	issue 	checks 	to 	pay 	for 	Synergy 	Factory’s
outstanding MS Distributors invoices.
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Civil No. 25-1108(RAM) 	13
D. The Pen Drive and its Contents
44. On 	February 	23, 	2022, 	Mr. 	Sánchez 	discovered 	a 	pen 	drive
inserted 	into 	Mr. 	Rodríguez’s 	computer 	at 	MS 	Distributors
with several documents saved on it.
45. Specifically, 	the 	pen 	drive 	had 	a 	folder 	titled
“AUTOCOMPLETE” containing formulas as to several car cleaning
products 	including 	degreaser, 	car 	wash, 	iron 	remover, 	tire
shine, flushing, and multi-purpose cleaner.
46. In addition to the formulas, the pen drive had worksheets and
cost 	sheets 	that 	assist 	with 	the 	manufacturing 	of 	said
products, mixing procedures, details of fees, SDSs, invoices,
proposals, 	and 	a 	confidentiality 	agreement, 	among 	other
documents.
47. The 	pen 	drive 	had 	two 	documents 	titled 	“Synergy 	Factory
Proposal Letter” with two different dates.
48. The Synergy Factory Proposal Letter dated January 28, 2021 is
signed 	by 	Mr. 	Rodríguez 	and 	addressed 	to 	Mr. 	Irizarry, 	the
owner 	of 	Synergy 	Factory 	and 	Auto 	Complete. 	Therein, 	Mr.
Rodríguez proposed his chemical products consulting services
that 	would 	allow 	Mr. 	Irizarry 	to 	acquire 	three 	formulas 	for
automotive 	cleaning 	chemical 	products 	from 	Mr. 	Rodriguez,
along 	with 	consulting, 	mixing 	procedures 	and 	technical
support, in exchange for $2,700.00 per formula for a total of
$8,100.00. The three formulas considered in the proposal were
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Civil No. 25-1108(RAM) 	14
Car 	Wash, 	Degreaser, 	and 	Iron 	Remover. 	The 	proposal 	in 	the
pen drive does not have Mr. Irizarry’s signature.
49. The Synergy Factory Proposal Letter dated October 4, 2021 was
also 	signed 	by 	Mr. 	Rodríguez 	and 	addressed 	to 	Mr. 	Irizarry.
Therein, 	Mr. 	Rodríguez 	proposed 	his 	chemical 	products
consulting 	services 	that 	would 	similarly 	allow 	Mr. 	Irizarry
to 	acquire 	five 	formulas 	for 	automotive 	cleaning 	chemicals,
specifically Water spot remover, Multipurpose, Flushing, Tire
shine, and Erase Prep. Mr. Irizarry would obtain the formulas,
as 	well 	as 	documents 	necessary 	to 	manufacture 	them,
consulting and support in exchange for $2,000.00 per formula
for a total of $10,000.00.
50. Notably, 	MS 	Distributors 	also 	manufactures 	Car 	Wash, 	Iron
Remover, 	Degreaser, 	Multipurpose 	cleaner, 	Flushing 	and 	Tire
Shiner.
51. The 	pen 	drive 	also 	contained 	a 	Confidentiality 	Agreement
dated 	January 	30, 	2021, 	executed 	by 	Mr. 	Rodríguez 	and 	Mr.
Irizarry 	whereby 	the 	parties 	agree 	to 	not 	disclose 	the
acquired formulas or work relationship between the two.
52. Mr. 	Sánchez 	concluded 	that 	the 	formulas 	found 	in 	the
AUTOCOMPLETE 	folder 	of 	the 	pen 	drive 	belong 	to 	Synergy
Factory, the company that owns Auto Complete.
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Civil No. 25-1108(RAM) 	15
E. Mr. Rodríguez’s Employment after the Pen Drive was Found
53. The 	day 	after 	finding 	the 	pen 	drive, 	Mr. 	Sánchez 	gave 	Mr.
Rodríguez 	a 	copy 	of 	the 	proposal 	letter, 	fired 	him 	and 	had
Mr. 	Rodríguez 	remove 	everything 	from 	the 	company 	vehicle 	he
used.
54. On 	March 	2, 	2022, 	Mr. 	Sánchez, 	on 	behalf 	of 	MS 	Distributors
sent Mr. Rodríguez a formal dismissal letter.
55. Mr. 	Rodríguez 	subsequently 	sent 	a 	letter 	to 	Mr. 	Sánchez 	and
MS Distributors requesting the return of his pen drive.
56. After 	his 	termination, 	Mr. 	Rodríguez 	began 	to 	work 	with
Synergy Factory.
F. Comparing Formulas and the Manufacturing of Products
57. Mr. Sánchez testified that the formula for Iron Remover found
on the pen drive is the same as MS Distributors.
58. Mr. 	Sánchez 	noted 	that 	although 	they 	appear 	to 	require
different quantities of the ingredients, that is because the
MS Distributor formula makes 220 gallons whereas the Synergy
Factory formula makes 100 gallons. Mr. Sánchez converted each
quantity to demonstrate his point.
59. Mr. Sánchez noted that the formula for Flushing found in the
pen 	drive 	uses 	the 	same 	components 	in 	similar 	amounts 	in
comparison to the MS Distributors formula for Flushing.
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Civil No. 25-1108(RAM) 	16
60. Mr. Sánchez testified that the formula for Multi-use found in
the 	pen 	drive 	is 	similar 	to 	MS 	Distributors’ 	formula 	for
Multi-purpose cleaner
61. Synergy Factory’s website, synergyfactoryllc.com, contains a
catalogue 	listing 	products 	manufactured 	in 	Synergy 	Factory
LLC. 	Specifically, 	the 	website 	states 	that 	Synergy 	Factory
manufactures 	the 	following 	general 	car 	care 	products:
degreaser, multipurpose cleaner, pH balance shampoo, premium
dressing, tire shine, surface prep, and iron remover.
62. Except 	for 	surface 	prep, 	MS 	Distributors 	manufactures 	the
same products.
63. Per 	their 	website, 	Synergy 	Factory 	manufactures 	car 	care
products 	and 	offers 	private 	label 	solutions 	for 	clients 	who
require customized products under their brand name.
64. One 	of 	Synergy 	Factory’s 	collections 	of 	products 	is 	the
DeadDog 	Crew 	product 	line. 	This 	product 	line 	consists 	of
DeadDog 	pH 	Balanced 	Shampoo, 	DeadDog 	Tire 	Shine, 	DeadDog
Degreaser, DeadDog pH Balanced Iron Remover; DeadDog Premium
Dressing; 	DeadDog 	Crew 	4-in-1 	Ceramic 	Was, 	DeadDog 	Multi-
Purpose Car Cleaner, and DeadDog Surface Prep
65. Mr. 	Sánchez 	testified 	that 	since 	Synergy 	Factory 	began
manufacturing 	products 	with 	MS 	Distributor’s 	formulas, 	MS
Distributors has lost business and has not been able to expand
as previously planned. Additionally, it has caused confusion
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Civil No. 25-1108(RAM) 	17
in 	the 	market 	as 	well 	as 	emotional 	damages 	to 	Mr. 	Sánchez
personally.
66. Mr. Sánchez also testified that Synergy Factory is now making
formulas with a cheaper brand called Car Wash Cash Wars at a
lower price point with which MS Distributors cannot compete.
67. MS 	Distributors 	has 	not 	conducted 	expert 	analysis 	to
determine 	how 	similar 	Synergy 	Factory’s 	products 	are 	to 	MS
Distributors 	nor 	to 	determine 	whether 	Synergy 	Factory’s
products were made using the same formula.
68. Sánchez 	testified 	that 	he 	does 	not 	have 	personal 	knowledge
that Synergy Factory was using MS Distributors’ formulas.
IV. 	DISCUSSION
The “likelihood of success” factor “is ‘the touchstone of the
preliminary 	injunction 	inquiry.’” Bos. 	Duck 	Tours, 	LP 	v. 	Super
Duck 	Tours, 	LLC, 	531 	F.3d 	1, 	11 	(1st 	Cir. 	2008) 	(quoting 	Philip
Morris, 	Inc. 	v. 	Harshbarger, 159 	F.3d 	670, 	674 	(1st 	Cir. 	1998)).
If 	likelihood 	cannot 	be 	demonstrated 	by 	the 	moving 	party, 	“the
remaining 	factors 	become 	matters 	of 	idle 	curiosity.” 	Id.
(quoting New 	Comm 	Wireless 	Servs., 	Inc. 	v. 	SprintCom, 	Inc., 287
F.3d 	1, 	9 	(1st 	Cir. 	2002)). 	To 	establish 	likelihood 	of 	success
under 	the 	DTSA, 	the 	plaintiff 	must 	show 	“1) 	the 	information 	is 	a
trade 	secret; 	2) 	the 	plaintiff 	took 	reasonable 	steps 	to 	preserve
the secrecy of the information; and 3) the defendant used improper
means, 	in 	breach 	of 	a 	confidential 	relationship, 	to 	acquire 	and
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Civil No. 25-1108(RAM) 	18
use the trade secret.” Incase Inc. v. Timex Corp., 488 F.3d 46, 52
(1st Cir. 2007)); Moreover, “the trade secret owner has the burden
of proof to establish the existence and scope of the alleged trade
secret in the litigation.”. TLS Mgmt. & Mktg. Servs., 966 F.3d at
52.
In 	its 	Memorandum 	of 	Law, 	MS 	Distributors 	posits 	that 	the
formulas 	and 	manufacturing 	processes 	for 	the 	following 	products
constitute 	its 	trade 	secrets: 	AMS 	Industrial 	Solutions 	Car 	Wash;
AMS 	Industrial 	Solutions 	Coolant 	33%; 	AMS 	Industrial 	Solutions
Coolant 	50; 	AMS 	Industrial 	Solutions 	Flushing; 	AMS 	Industrial
Solutions 	Degreaser; 	AMS 	Industrial 	Solutions 	Multi-Purpose
Cleaner; AMS Industrial Solutions Iron Remover; and AMS Industrial
Solutions 	Magic 	Shine 	Tire 	Dressing. 	(Docket 	No. 	3 	at 	13). 	The
Memorandum 	of 	Law 	merely 	states 	in 	a 	conclusory 	fashion 	that 	the
formulas 	and 	manufacturing 	processes 	for 	said 	products 	are 	trade
secrets 	without 	alleging 	how 	they 	comply 	with 	the 	statutory
definitions. As discussed above, a formula or process constitutes
a 	trade 	secret 	if: 	(1) 	it 	presents 	actual 	or 	potential 	economic
value 	to 	its 	owner 	because 	it 	is 	not 	generally 	known 	or 	readably
ascertainable; 	and 	(2) 	its 	owner 	takes 	reasonable 	measures 	to
ensure that the information remains confidential. See 18 U.S.C. §
1839(3); P.R. Laws Ann. tit. 10, § 4132.
At 	the 	Preliminary 	Injunction 	hearing, 	MS 	Distributors
supplemented 	the 	record 	with 	Mr. 	Sánchez’s 	testimony 	as 	to 	the
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Civil No. 25-1108(RAM) 	19
nature, 	value, 	and 	protection 	of 	these 	alleged 	trade 	secrets. 	As
a threshold matter, it is worth noting that Mr. Sánchez testified
that 	all 	formulas 	and 	procedures 	were 	protected 	by 	the 	same
security measures namely: they were filed under lock and key, saved
in password protected computer, and only four employees had access
to 	them. 	(Facts 	¶¶ 	35, 	37). 	None 	of 	the 	formulas 	were 	labeled 	as
confidential 	nor 	were 	they 	the 	subject 	of 	confidentiality
agreements. 	(Facts 	¶¶ 	10, 	36). 	Although 	there 	was 	certainly 	room
for 	improvement, 	the 	court 	finds 	that 	MS 	Distributors 	did 	take
reasonable 	security 	measures 	to 	maintain 	the 	confidentiality 	of
its 	alleged 	trade 	secrets. 	Thus, 	the 	question 	becomes 	whether 	MS
Distributor’s purported trade secrets consist of information that
is 	not 	commonly 	known 	or 	readily 	ascertainable 	through 	proper
means. 	From 	Mr. 	Sánchez’s 	testimony, 	it 	is 	evident 	that 	formulas
and 	manufacturing 	processes 	for 	the 	aforementioned 	products 	fall
into two camps: (a) those purchased and acquired by MS Distributors
from 	third 	parties; 	and 	(b) 	those 	developed 	by 	MS 	Distributors.
The Court will analyze both groups separately below.
A. Acquired Formulas and Manufacturing Processes
Per 	Mr. 	Sánchez’s 	testimony, 	MS 	Distributors 	purchased 	its
formula 	for 	tire 	dressing, 	sold 	as 	Magic 	Shine, 	from 	Patricio
Morales. 	(Fact 	¶ 	5). 	No 	testimony 	or 	evidence 	was 	provided 	to
establish that the formula was sold exclusively to MS Distributors.
Therefore, the record does not establish that the formula for tire
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Civil No. 25-1108(RAM) 	20
dressing was not readily accessible from Patricio Morales by others
seeking to generate their own economic value from its use.
Similarly, 	MS 	Distributors 	entered 	into 	a 	Service 	Proposal
Agreement with Mr. Rodríguez to acquire formulas and manufacturing
procedures for Car Shampoo, Coolant 50 and Coolant 33. (Fact ¶ 8).
Per 	the 	terms 	of 	the 	Service 	Proposal 	Agreement 	the 	parties 	also
agreed 	to 	sign 	a 	confidentiality 	agreement 	to 	“protect 	the
integrity and confidentiality of our agreements” but crucially, a
confidentiality agreement, nor an analogous non-compete agreement,
was 	executed 	by 	the 	parties. 	(Facts 	¶ 	10, 	12). 	Moreover, 	the
Service Proposal Agreement is silent as to the confidentiality and
exclusivity 	of 	the 	formulas 	and 	manufacturing 	processes 	outlined
therein. 	(Fact 	¶ 	10). 	As 	with 	the 	Magic 	Shine 	Tire 	Dressing,
Plaintiff has not met its burden of showing that the formulas and
manufacturing processes for AMS Industrial Solutions Coolant 33%;
AMS Industrial Solutions Coolant 50% and AMS Industrial Solutions
Car 	Wash 	are 	not 	readily 	ascertainable 	by 	others 	for 	their 	own
financial gain.
B. Formulas 	and 	Manufacturing 	Processes 	Developed 	by 	MS
Distributors
With 	regards 	to 	the 	Iron 	Remover, 	Flushing, 	Degreaser, 	and
Multi-Use. 	Mr. 	Sánchez 	testified 	how 	he 	and 	Mr. 	Rodríguez 	sought
to recreate products akin to those manufactured by Pro Car Beauty.
(Facts ¶¶ 17-33). In essence, they would first obtain the publicly
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Civil No. 25-1108(RAM) 	21
available 	SDSs 	to 	identify 	the 	active 	ingredients 	of 	existing
products 	and 	subsequently 	contact 	manufacturers 	of 	said 	active
ingredients 	for 	guidance 	regarding 	how 	to 	achieve 	the 	desired
formulation. 	(Facts 	¶¶ 	18-21; 	30-31; 	33). 	In 	one 	instance, 	the
manufacturer 	Evans 	even 	provided 	them 	with 	the 	formula 	for 	Iron
Remover. (Facts ¶¶ 20-21).
From this testimony, the Court concludes that MS Distributors
developed 	its 	formulas 	for 	Iron 	Remover, 	Flushing, 	Degreaser 	and
Multi-Use 	by 	obtaining 	readily 	ascertainable 	information 	and
reverse engineering, i.e., “by starting with the known product and
working 	backward 	to 	divine 	the 	process 	which 	aided 	in 	its
development or manufacture.” Kewanee Oil Co. v. Bicron Corp., 416
U.S. 	470, 	476 	(1974). 	Courts 	have 	found 	that 	products 	which 	have
been reverse engineered cannot be protected as trade secrets. See
Talon 	Indus., 	LLC 	v. 	Rolled 	Metal 	Prods., 	Inc., 	No. 	CV 	15-4103
(CCC), 	2022 	WL 	3754800, 	at 	*11 	(D.N.J. 	Aug. 	30, 	2022) 	(citing
Hammock 	by 	Hammock 	v. 	Hoffmann-LaRoche, 	Inc., 	662 	A.2d 	546, 	560
(N.J. 	1995)); 	SI 	Handling 	Sys., 	Inc. 	v. 	Heisley, 	753 	F.2d 	1244,
1255 	(3d 	Cir. 	1985)( “Matters 	which 	are 	fully 	disclosed 	by 	a
marketed product and are susceptible to “reverse engineering” ...
cannot be protected as trade secrets.”); Insulet Corp. v. EOFlow,
Co., 	104 	F.4th 	873, 	882 	(Fed. 	Cir. 	2024) 	(“To 	be 	clear: 	if
information 	is 	“readily 	ascertainable 	through 	proper 	means” 	such
as 	reverse 	engineering, 	it 	is 	not 	eligible 	for 	trade 	secret
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Civil No. 25-1108(RAM) 	22
protection.”). 	Although 	Mr. 	Sánchez 	testified 	regarding 	specific
qualities he wanted for the products he was developing, they were
crucially properties that mimicked those already exhibited by the
Pro Car Beauty products he was seeking to emulate. MS Distributors
gained 	an 	economic 	advantage, 	not 	by 	developing 	unique 	products,
but by essentially replicating Pro Car Beauty products locally to
sell 	at 	a 	more 	competitive 	price 	point. 	(Fact 	¶ 	39). 	See 	e.g.,
Mallet 	& 	Co. 	Inc. 	v. 	Lacayo, 	16 	F.4th 	364, 	384 	(3d 	Cir.
2021)(finding 	that 	plaintiff 	Mallet 	did 	not 	establish 	the
existence 	of 	a 	trade 	secret 	in 	part 	because 	it 	did 	not 	“describe
any 	characteristics 	or 	properties 	contributing 	specific
competitive 	value 	to 	Mallet 	that 	could 	serve 	as 	a 	marker 	for
separating 	Mallet's 	formulas 	from 	publicly 	available 	information
or generally known formulas in the industry.”).
Nevertheless, 	if 	the 	reverse 	engineering 	was 	“lengthy 	and
expensive, a person who discovers the trade secret through reverse
engineering 	can 	have 	a 	trade 	secret 	in 	the 	information 	obtained
from reverse engineering.” Mattel, Inc. v. MGA Ent., Inc., 782 F.
Supp. 	2d 	911, 	972 	(C.D. 	Cal. 	2011); 	see 	also 	Talon, 	2022 	WL
3754800, at *11 (“In determining whether a product can be reversed
engineered, 	a 	court 	should 	consider 	the 	difficulty 	of
reproduction, the amount of time it takes to reproduce the product,
and 	the 	cost 	of 	developing 	the 	product.”). 	The 	record 	reflects
that the SDSs of existing products are publicly available and that
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Civil No. 25-1108(RAM) 	23
manufacturers 	of 	the 	active 	ingredients 	specified 	therein 	freely
provided 	guidance 	regarding 	how 	to 	replicate 	formulas 	and 	in 	one
instance the formula itself. 	See Mallet, 16 F.4th at 387 (“It is
the trade secret owner that bears the burden of demonstrating its
claimed 	secrets 	are 	protectable 	and 	are 	not 	general 	industry
knowledge.”). 	Mr. 	Sánchez 	testified 	that 	with 	the 	benefit 	of
guidance 	from 	manufacturers, 	he 	would 	have 	Mr. 	Rodríguez 	add
ingredients 	until 	the 	desired 	result 	was 	achieved. 	(Facts 	¶¶ 	22,
31, 33). He did not provide specifics regarding how MS Distributors
developed 	the 	manufacturing 	processes 	for 	each 	product, 	nor 	the
related costs and time investments required to do so. Instead, Mr.
Sánchez 	described 	the 	manufacturing 	process 	in 	general 	terms 	and
merely 	testified 	as 	to 	the 	difficulty 	related 	to 	developing 	one
product: 	Iron 	Remover. 	Specifically, 	he 	explained 	that 	the 	Iron
Remover 	was 	difficult 	to 	make 	because 	it 	required 	accessing 	raw
materials made outside of the United States that are hard to find
in 	Puerto 	Rico. 	(Fact 	¶ 	24). 	The 	record 	remains 	silent 	as 	to 	the
difficulty, 	cost, 	and 	time 	investment 	required 	to 	create 	the
formulas 	and 	manufacturing 	processes 	for 	the 	other 	products
developed by MS Distributors. In the absence of this information,
the 	Court 	finds 	that 	Plaintiff 	has 	not 	established 	that 	its
formulas 	and 	manufacturing 	processes 	for 	Iron 	Remover, 	Flushing,
Degreaser, and Multi-Use are trade secrets.
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Civil No. 25-1108(RAM) 	24
V. 	CONCLUSION
“A 	preliminary 	injunction 	is 	an 	extraordinary 	and 	drastic
remedy that is never awarded as of right.” Peoples Fed. Sav. Bank
v. People's United Bank, 672 F.3d 1, 8–9 (1st Cir. 2012) (citations
and 	quotations 	omitted). 	Because 	Plaintiff 	has 	not 	shown 	the
existence of a trade secret at this stage, it cannot establish the
likelihood of success on the merits required for injunctive relief.
Accordingly, 	the 	Court 	hereby 	DENIES 	Plaintiff’s 	request 	for 	a
preliminary injunction. A scheduling order shall issue.
IT IS SO ORDERED.
In San Juan Puerto Rico, this 7 th day of January 2026.
S/ RAÚL M. ARIAS-MARXUACH_____
United States District Judge
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