3 Dimensional Wealth Advisory LLC et al v. Barberis

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Case 1:26-cv-04297-JKB Documenti11 Filed 10/16/26 Pagelof5

_ IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND ~

3 DIMENSIONAL WEALTH *
ADVISORY, LLC, et al.

Plaintiffs,
Vv. - CIVIL NO. JKB-26-4297
SHAWN T. BARBERIS

Defendant.

x * * * * * * * * * * *

MEMORANDUM AND ORDER

Pending is Plaintiffs 3 Dimensional Wealth Advisory, LLC and Breit Purpose Legacy
Consulting, LLC’s Motion for a Temporary Restraining Order and Preliminary Injunction. (ECF
No. 2.) Plaintiffs filed their Motion on October 14, 2026, and Defendant Shawn T. Barberis
responded. (ECF Nos. 1, 5.) The Court convened a hearing the following day at which counsel
appeared, | (ECF No. 3.) For the following reasons as well as those stated in open court, Plaintiffs’
Motion (ECF No. 2) will be denied without prejudice as to reconsideration.

Plaintiffs are the majority shareholders of Aspida, a wealth management advisory
company. (ECF No. 1 4 35, 127.) Defendant ts the “founding shareholder” of Aspida but owns
a minority of its shares. (/d. at { 35; ECF No, 2-5 at 1.) Over the summer of 2026, the business
relationship between the three parties rapidly deteriorated. (ECF No. 1 J 49-67, 97-120.) As
Plaintiffs allege in their Complaint, the situation devolved to the point that they terminated
Barberis, but not before he undertook a series of destructive actions intended to “burn... down”

_ the business and harm Plaintiffs. (id. at J 64-67, 125-29, 158.) Barberis’ alleged ruinous behavior

included: illegally rewriting Aspida’s bylaws to grant himself more power and terminate the

AUTHENTICATED
U.S. GOVERNMENT
INFORMATION

GPO

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Plaintiffs as principals (id. at ff 138-145); entering into a contract with an outside company that
compelled Plaintifis to transfer their shares, without obtaining any required approvals (id. at J§
146-47); and stealing Aspida’s proprietary data and customer lists for use in a new competing
corporate entity. Ud at {{ 156-59). Plaintiffs bring claims for breach of contract, tortious
interference with contractual / business relations, misappropriation of trade secrets, breach of
fiduciary duties, and for other equitable relief. (/d. at | 160-206.)

Plaintiffs now ask the Court to issue a temporary restraining order (“TRO”) to return the
parties to the “state of affairs as it existed before Barberis embarked on his destructive course of
contact.” (ECF No. 2-2 at 17.) To obtain a TRO, the Plaintiffs must establish that [1] they are
likely to succeed on the merits, [2] they are likely to suffer irreparable harm in the absence of
preliminary relief, [3] the balance of equities tips in their favor, and [4] an injunction is in the
public interest, Winter v. Natural Res. Defense Council, Inc., 555 U.S. 7, 20 (2008). Because a
TRO is “an extraordinary remedy,” it “may only be awarded upon a clear showing that the plaintiff
is entitled to such relief.” Jd. at 22. The Plaintiffs are not yet entitled to such a remedy, primarily
because they have not sufficiently shown that they are likely to suffer irreparable harm without it.

To meet the first requirement, Plaintiffs must do more than simply present a “grave or
serious question for litigation,” they must “clearly demonstrate that [they] will likely succeed on
the merits.” Real Truth About Obama, Inc. v. Fed. Election Comm’n, 575 F.3d 342, 346-47 (4th |
Cir. 2009) (emphasis original). The -Court’s review of the relevant shareholder agreement (ECF
No. 2-5) demonstrates that Plaintiffs are unlikely to meet their burden as to their claims regarding
Barberis’ allegedly unlawful transfer of shares, at least on the record currently before the Court.
This contractual issue is murky at best. Plaintiffs argue that provisions 7.1.2 and 712 of the

agreement forbid Barberis from transferring his shares without shareholder approval. (ECF No. 2

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at 20.) Yet Barberis retorts that provision 5.2 of the agreement controls, granting him the unalloyed
right to transfer shares as the “founding shareholder.” (ECF No. 5 at 6-8.) The contractual
language is ambiguous. “Such ambiguity is simply insufficient to support a finding that success
on the merits is ‘likely’ rather than merely ‘possible’ and is fatal to Plaintiffs’ motion for
preliminary injunction.” Di Biase v. SPX Corp., 872 F.3d 224, 235 (4th Cir. 2017).

Plaintiffs’ largely undisputed claims regarding Barberis’ alleged misappropriation of trade
secrets and enactment of unlawful bylaw provisions fare better. (ECF No. 2 at 18, 24.) Maryland
law is clear that a customer list is a trade secret, the taking of which for competitive purposes is
unlawful. See ClearOneAdvantage, LLC y,. Kersen, 710 F. Supp. 3d 425, 436 (D. Md. 2024). And
Maryland by default confers the post-organization power to create corporate bylaws on the
shareholders, not the directors. Md. Code Ann., Corps. & Ass’ns § 2-109. Plaintiffs may be likely
to succeed on the merits of these claims, but—as discussed below—they have not sufficiently
shown irreparable injury.

To meet the second requirement to obtain a TRO, plaintiffs must show that they are
suffering actual and imminent harm that cannot be remedied by the “final judgment after trial.”
' Mountain Valley Pipeline, LLC 6. 56 Acres of Land, Owned by Sandra Townes Powell, 915 F.3d
197, 216 (4th Cir. 2019). Irreparable harm “is suffered when monetary damages are difficult to
ascertain or are inadequate.” Multi-Channel TV Cable Co. v. Charlottesville Quality Cable
Operating Co., 22 F.3d 546, 551 (4th Cir. 1994) (citation omitted). Irreparable harm cannot be
presumed from likelihood on the merits but must be independently established. Bethesda
Softworks, L.L.C. v. Interplay Ent. Corp., 452 F. App’x 351, 355 (4th Cir. 2011). Plaintiffs have
not carried their burden because they have not explained why their alleged injuries cannot be or

should not be remedied by monetary damages after trial.

Case 1:26-cv-04297-JKB Document11 Filed 10/16/26 Page4of5

For example, Plaintiffs argue that their potential loss of customer goodwill “deflies] any
quantification of money damages.” (ECF No. 2-2 at 26.) Indeed, the Fourth Circuit has found
that the loss of goodwill can be irreparable, for example where a business will be forced to breach
its many customer contracts. Real Time Med. Sys., Ine. v. PointClickCare Techs., Inc., 131 F.4th
205, 239 (4th Cir. 2025). But Plaintiffs do not plead with enough specificity how they will lose
the “trust and confidence” of their clients, and why the court cannot calculate the value of that loss
with any certainty. (See ECF No. 2-2 at 27.) Nor do Plaintiff explain why, as they allege, the loss
of some goodwill would render their shares entirely “worthless.” (/d.) Only where a plaintiff
adequately alleges that goodwill is impossible to ascertain with accuracy can a court accept its loss
as irreparable. See Multi-Channel TV Cable, 22 F.3d at 552 (finding the permanent loss of
customer trust to be irreparable); see also Choreo, LLC v. Lors, 164 F.4th 667, 672 (8th Cir. 2026)
(rejecting the argument that an “amorphous loss of goodwill and reputation was irreparable”).

As for Plaintiffs’ arguments regarding the alleged breach of contract; part of this claim is,
at bottom, a claim for the difference between one monetary sum and another. See Hughes Network
sys., Inc. v. InterDigital Comme’ns Corp., 17 F.3d 691, 695 (4th Cir. 1994) (“[T]he district court
must consider the close relationship of [a plaintiff's] claimed harm to an ordinary claim for money
damages.”) To the extent that dilution in their shares and loss of their alleged right of first refusal
leaves Plaintiffs without control over Aspida, such injuries may be irreparable. See Oracle Real
Est. Holdings I LLC y. Adrian Holdings Co. I, LLC, 582 F. Supp. 2d 616, 626 (S.D.N.Y. 2008)
(finding the loss of a bargained-for-right and the loss of corporate control to be an irreparable
injury). But it is unclear from the briefings how much control Plaintiffs had over Aspida, both

before and after Barberis’ alleged actions. For Plaintiffs to make an adequate showing, they must

Case 1:26-cv-04297-JKB Documenti11 Filed 10/16/26 Page5of5

show that their harm is actual, imminent, and incalculable. Real Time, 131 F.4th at 239. They
have not yet convinced the Court that simple legal damages would not suffice as a remedy.

In short, the Plaintiffs have not shown that they are entitled to preliminary relief at this
time. They may have come close on their trade secret misappropriation claim. But the Court finds
that a TRO is not yet appropriate, especially considering the parties’ willingness during the hearing
to meet independently and sort out the dispute. See Bethesda Softworks, L.L.C. v. Interplay Ent.
Corp., 452 F. App’x at 353 (“[W]hether to grant the injunction still remains in the ‘equitable
discretion’ of the [district] court” even when a plaintiff has made the requisite showing.”) (quoting
Christopher Phelps & Assocs., LLC v. Galloway, 492 F.3d 532, 543 (4th Cir. 2007)).

The Court acknowledges that there are complex issues in this case that both parties wish to
urgently resolve. But a TRO is an extraordinary remedy that a Court cannot grant merely to start
sorting through the brambles of a complex case. Rather, the Court can grant preliminary relief
only if a party clearly demonstrates the Winter factors, including their likelihood of success and
the irreparable nature of their injuries. If the parties cannot settle their differences, Plaintiffs may
have another opportunity to present more concise and pointed briefing to prove their case.

Accordingly, it is ORDERED that Plaintiffs’ Motion for a Temporary Restraining Order

and Preliminary Injunction (ECF No. 2) is DENIED without prejudice to its renewal at a later date.

DATED this /$ day of October, 2026.

BY THE COURT:

Done th 2 he

James K. Bredar
United States District Judge