Goodway Group, Inc. v. Pakzadeh

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
GOODWAY GROUP, INC.,
Plaintiff,
v. 	Case No. 24-cv-2528-EFM
RACHEL PAKZADEH,
Defendant.
MEMORANDUM AND ORDER
Plaintiff Goodway Group, Inc. (“Goodway”) accuses its former employee, Defendant
Rachel Pakzadeh, of breaching the confidentiality and non-solicitation provisions of her
Employment Agreement. Currently before the Court are the parties’ cross-motions for summary
judgment (Docs. 54 and 58). As set forth in more detail below, the Court grants Pakzadeh’s Motion
for Summary Judgment and denies Goodway’s Motion for Summary Judgment.
I. 	Factual Procedural Background1
Goodway is a digital media and marketing services firm with its principal place of business
in New York. Pakzadeh began working for Goodway as an Account Coordinator in late 2012. On
November 18, 2012, Pakzadeh executed an Employment Agreement with Goodway that contains
1 Unless otherwise noted, the facts set forth in this section are uncontroverted.
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confidentiality and non-solicitation restrictions. The Employment Agreement defines Confidential
Information and Trade Secrets as follows:
‘Confidential Information and Trade Secrets’ includes, but is not limited to, all
manuals, books, training materials, forms and procedures, instructions, policies,
customer lists, price lists, marketing plans and strategies, financial information,
and/or other entities or opportunities, software and documents relating to any of the
foregoing, and other written and oral materials which are related to the business of
the Company and the confidentiality of which the Company attempts to maintain
with reasonable efforts and which the Company has not released to the general
public.
The Employment Agreement’s confidentiality provision further states that Pakzadeh may not use
or disclose the Confidential Information and Trade Secretes at any time except as required in the
course of her employment with Goodway. It further states that all documents Pakzadeh created
during the course of her employment were Goodway’s property and not to be shared with a third
party.
In addition, the Employment Agreement contains a non-solicitation provision that prohibits
Pakzadeh from contacting, soliciting, attempting to solicit, or causing to be solicited Goodway’s
clients or employees for a period of one year following her termination.
Pakzadeh’s employment with Goodway ended on September 13, 2024. At the time, she
held the position of Senior Director, Client Experiences. Pakzadeh received positive performance
reviews and had no disciplinary actions during her time with Goodway.
On September 16, 2024, Pakzadeh began a new job at AI Digital. This case arises out of
Pakzadeh’s conduct shortly before she resigned from Goodway and the beginning of her new
position with AI Digital.
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A. 	Pakzadeh interviews with AI Digital and sends documents to the company.
On August 16, 2024, Pakzadeh interviewed with AI Digital’s co-founder, Elizabeth
Bortnikova. After the interview, Pakzadeh shared the following documents via email with
Bortnikova: a “health check” document, written definitions for the numerical rankings on the
health check document, and a client survey she used at Goodway to monitor client satisfaction.
The parties do not differentiate between these documents in their briefs and collectively refer to
them as the “health check” documents.
Goodway’s corporate representative, Amy Krauss, testified that she took the “health
check” documents from her previous employer and gave it to Pakzadeh to use. Pakzadeh testified
that she used her general knowledge of the industry to modify them.
The “health check” documents contain references to Strategic America, one of Goodway’s
clients. Specifically, the document mentions that Strategic America’s niche is multichannel local
businesses and that Strategic America believes Goodway’s project deadlines are not fair or
realistic. Goodway considers both pieces of information about Strategic America to be confidential
information.
Pakzadeh has not consulted or used the health check document in her role at AI Digital,
and AI Digital also has not used the documents.
B. 	Pakzadeh downloads documents from her work laptop to a USB device.
On the same day she interviewed with AI Digital, Pakzadeh downloaded her personal
folder from Goodway’s Egnyte system (the company’s storage system) and copied it onto an
external USB device. Shortly thereafter, Pakzadeh received an “unusual access” email from
Technology Business Solutions (“TBS”), which is the group that handles technical issues for
Goodway. The email indicated that there had been unusual activity on her computer in that it
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showed a significant number of documents were accessed, viewed, or downloaded. Pakzadeh
flagged the email as a phishing attempt, but TBS confirmed it was legitimate. Pakzadeh then
emailed TBS to ask what the email meant. No one at TBS responded to her email, so Pakzadeh
concluded that nothing was required in response to the “unusual access” email. What Pakzadeh
did not know is that her desktop automatically backed up to her private folder, and thus she had
copied her entire desktop to her USB device. Later, Goodway’s information security manager
acknowledged that TBS “dropped the ball” on communication with Pakzadeh in that it did not
respond to whether she needed to do something in response to the “unusual access email.”
During her tenure at Goodway, and particularly as she prepared to onboard her replacement
before departing from Goodway, Pakzadeh frequently downloaded documents from Egnyte to her
desktop so she could work offline in alternate locations. Goodway did not consider this an
improper practice.
On October 11, 2024, Goodway sent Pakzadeh a letter demanding that she preserve the
information she downloaded from Goodway before her resignation so that an analysis could be
completed of what was taken and used. After receiving the letter, Pakzadeh checked the USB
device she had used to copy her personal folder and saw that it contained a folder labeled
“desktop.” The “desktop” folder contained Goodway documents that were on her desktop.
Pakzadeh immediately deleted the folder.
C. 	Pakzadeh begins working at AI Digital.
During the first couple months of her employment at AI Digital, Pakzadeh emailed and
met with several people from Strategic America. For example, in October of 2024, Pakzadeh
traveled to Des Moines, Iowa, along with former Goodway employee Amy O’Hara. During the
trip, Pakzadeh met with several Strategic America employees for dinner and attended a meeting
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between AI Digital and Strategic America to discuss AI Digital’s capabilities. Pakzadeh contends
that her purpose for going on the trip was primarily social, while Goodway contends that
Pakzadeh’s purpose was to use the relationship she developed with Strategic America at Goodway
to sell AI Digital’s expertise.
During the visit to Des Moines, Pakzadeh also had coffee with Andi McIlwee, a Media
Strategist, from Rooster—another Goodway client. Goodway has no actual knowledge of what
Pakzadeh and McIlwee discussed during this meeting. Pakzadeh contends that it was a purely
social meeting.
As part of her work with AI Digital, Pakzadeh also contacted representatives from 360
Group, John Deere, and VML, and she attended a client meeting with John Deere. These
companies are also Goodway clients. On December 11, 2024, AI Digital directed that Pakzadeh
be removed from all correspondence related to Rooster, Strategic America, John Deere, VML, and
360 Group, the main client accounts Goodway was concerned about.
D. 	This Litigation
On November 15, 2024, Goodway filed this lawsuit asserting two breach of contract
claims. First, Goodway asserts that Pakzadeh breached the confidentiality provision of her
Employment Agreement by emailing confidential documents to AI Digital after her interview on
August 16, 2024, and by downloading confidential documents to a personal USB device and
failing to return them after her employment ended. Second, Goodway asserts that Pakzadeh
breached the non-solicitation provision of her Employment Agreement by contacting and soliciting
former Goodway clients when she began working for AI Digital.
Goodway does not seek monetary damages. Instead, it requests an injunction prohibiting
Pakzadeh from working for AI Digital for the one-year period set forth in the Employment
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Agreement. Goodway and Pakzadeh have filed cross motions for summary judgment on
Goodway’s claims.
II. 	Legal Standard
Summary judgment is appropriate if the moving party demonstrates that there is no genuine
issue as to any material fact and they are entitled to judgment as a matter of law.2 A fact is
“material” when it is essential to the claim, and issues of fact are “genuine” if the proffered
evidence permits a reasonable jury to decide the issue in either party’s favor.3
To prevail on a motion for summary judgment on a claim upon which the moving party
bears the burden of proof at trial, the moving party must demonstrate “no reasonable trier of fact
could find other than for the moving party.”4 Conversely, to prevail on a claim on which the
movant does not bear the burden of proof at trial, the “movant may make its prima facie
demonstration simply by pointing out to the court a lack of evidence for the nonmovant on an
essential element of the nonmovant’s claim.”5 The nonmovant must then bring forth “specific facts
showing a genuine issue for trial.”6 These facts must be clearly identified through affidavits,
deposition transcripts, or incorporated exhibits—conclusory allegations alone cannot survive a
2 Fed. R. Civ. P. 56(a).
3 Haynes v. Level 3 Commc’ns, LLC, 456 F.3d 1215, 1219 (10th Cir. 2006) (quoting Bennett v. Quark, Inc.,
258 F.3d 1220, 1224 (10th Cir. 2001)).
4 Leone v. Owsley, 810 F.3d 1149, 1153 (10th Cir. 2015).
5 Adler v. Wal-Mart Stores, Inc., 144 F.3d 664, 671 (10th Cir. 1998) (citing Celotex Corp. v. Catrett, 477
U.S. 317, 325 (1986)).
6 Garrison v. Gambro, Inc., 428 F.3d 933, 935 (10th Cir. 2005) (quoting Simms v. Okla. ex rel. Dep’t of
Mental Health & Substance Abuse Servs., 165 F.3d 1321, 1326 (10th Cir. 1999)).
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motion for summary judgment.7 The court views all evidence and draws “reasonable inferences
therefrom in the light most favorable to the nonmoving party.”8
Where, as here, the parties file cross-motions for summary judgment, the Court will
consider them separately.9 “[T]he denial of one does not require the grant of another.”10 But where
the cross motions overlap, the Court may permissibly address the legal arguments together.11 Each
motion is viewed in the light most favorable to the nonmoving party. 12
III. 	Analysis
A. 	Pakzadeh’s Motion for Summary Judgment
Pakzadeh seeks summary judgment on Goodway’s breach of contract claims as well as
Goodway’s request for injunctive relief. When ruling on a motion for summary judgment, the
Court usually addresses the breach of contract claims first. Here, however, it begins with
Pakzadeh’s argument that Goodway cannot establish it is entitled to injunctive relief.
Goodway seeks an injunction prohibiting Pakzadeh from employment with AI Digital for
the one-year period set forth in the Employment Agreement.13 To obtain an injunction, Goodway
7 Mitchell v. City of Moore, 218 F.3d 1190, 1197 (10th Cir. 2000) (quoting Adler, 144 F.3d at 670–71).
8 LifeWise Master Funding v. Telebank, 374 F.3d 917, 927 (10th Cir. 2004) (quoting N. Tex. Prod. Credit
Ass’n v. McCurtain Cty. Nat’l Bank, 222 F.3d 800, 806 (10th Cir. 2000)).
9 Buell Cabinet Co. v. Sudduth, 608 F.2d 431, 433 (10th Cir. 1979) (citation omitted).
10 Id.
11 Berges v. Standard Ins. Co., 704 F. Supp. 2d 1149, 1155 (D. Kan. 2010) (citation omitted).
12 Banner Bank v. First Am. Title Ins. Co., 916 F.3d 1323, 1326 (10th Cir. 2019).
13 The Court will address Goodway’s request for injunctive relief as set forth in the Pretrial Order. The Court
notes that in Goodway’s Motion for Summary Judgment, it expanded its request for injunctive relief, asking the Court
to preclude Pakzadeh from working for not only AI Digital but also any other Goodway competitor for one year.
Absent an amendment, however, Goodway is bound by the relief set forth in the Pretrial Order. See Courtney v. Safelite
Glass Corp., 811 F. Supp. 1466, 1473-74 (D. Kan. 1992) (concluding that absent an amendment, the amount of
damages in the pretrial order is the limit of damages which the plaintiff may seek); see also Fed. R. Civ. P. 16(d)
(stating that the pretrial order controls the subsequent course of action unless modified by a subsequent order).
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must show “(1) actual success on the merits; (2) irreparable harm unless the injunction is issued;
(3) the threatened injury outweighs the harm that the injunction may cause the opposing party; and
(4) the injunction, if issued, will not adversely affect the public interest.”14 Additionally, “[i]n
fashioning a permanent injunction, the court must tailor the remedy narrowly to conform to the
harm shown.” 15
Pakzadeh contends that she is entitled to summary judgment because Goodway does not
meet the two of the four elements necessary for injunctive relief. She argues that Goodway cannot
show that it will suffer irreparable harm if an injunction is not issued or that the harm to Goodway
outweighs any harm an injunction would impose on Pakzadeh. Finally, Pakzadeh also argues that
Goodway’s requested injunction is not narrowly tailored to address the alleged harm.
1. 	Irreparable Harm
Pakzadeh contends that Goodway fails to show it will suffer irreparable harm because of
her alleged breaches of the Employment Agreement. A plaintiff demonstrates irreparable harm by
showing “a significant risk that he or she will experience harm that cannot be compensated after
the fact by monetary damages.”16 “Purely speculative harm will not suffice.”17 The “injury must
Goodway does not move to amend the Pretrial Order, and thus, the Court will not consider Goodway’s modified
request for relief.
14 Roman Cath. Archdiocese of Kansas City in Kansas v. City of Mission Woods, 385 F. Supp. 3d 1171, 1173–
74 (D. Kan. 2019) (quoting Fisher v. Okla. Health Care Auth., 335 F.3d 1175, 1180 (10th Cir. 2003); Prairie Band
Potawatomi Nation v. Wagnon, 476 F.3d 818, 822 (10th Cir. 2007)).
15 Id. (citing Garrison v. Baker Hughes Oilfield Operations, Inc., 287 F.3d 955, 962 (10th Cir. 2002)).
16 RoDa Drilling Co. v. Siegal, 552 F.3d 1203, 1210 (10th Cir.2009) (quoting Greater Yellowstone Coal v.
Flowers, 321 F.3d 1250, 1258 (10th Cir. 2003)).
17 Id.
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be certain, great, actual ‘and not theoretical.’”18 “A plaintiff may establish irreparable harm by
‘such factors as the difficulty in calculating damages . . . and existence of intangible harms such
as loss of goodwill or competitive market position.’”19
A plaintiff’s burden to prove irreparable harm is high,20 and based on the evidence
presented here, Goodway does not meet this burden. In its opposition brief, Goodway briefly states
that “loss of goodwill, competitive advantage, and confidential client strategies are classic forms
of irreparable injury that cannot be compensated by monetary damages alone.” But this conclusory
statement is not enough to show irreparable harm,21 and Goodway offers no evidence that it will
suffer a loss of goodwill or competitive advantage if an injunction is not issued. In fact, the
undisputed evidence suggests the opposite. Pakzadeh submits unrebutted sworn testimony from
her employer that the “health check” documents are not in use at AI Digital and that she has not
shared any of Goodway’s confidential information, including the contents of the files she
downloaded, with AI Digital. Furthermore, Goodway does not identify a single account that
Pakzadeh lured away from Goodway to AI Digital’s benefit. Accordingly, the Court concludes
that Goodway does not meet its burden to show it will suffer irreparable harm if an injunction is
not issued.
18 Heideman v. S. Salt Lake City, 348 F.3d 1182, 1189 (10th Cir. 2003) (quoting Wisc. Gas Co. v. FERC, 758
F.2d 669, 674 (D.D.C. 1985)).
19 See Advisors Excel, LLC v. Zagula Kaye Consulting, LLC, 2015 WL 736344, at *3 (D. Kan. Feb. 20, 2015)
(quoting Dominion Video Satellite, Inc. v. Echostar Satellite Corp., 356 F.3d 1256, 1264 (10th Cir. 2004)).
20 Id. at *3.
21 Id. (citing Dominion Video, 356 F.3d at 1261).
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2. 	Balance of Harms
Pakzadeh next argues that Goodway does not show that the harm it will sustain without an
injunction outweighs the harm to Pakzadeh if the Court issues the injunction. She argues that the
injunction would preclude her from working in her chosen profession for an entire year resulting
in significantly more harm to her than Goodway. The Court agrees. An injunction preventing
Pakzadeh from working for AI Digital for a period of one year would unfairly deprive her and her
family of an income and an ability to practice her profession. Goodway has not shown it will suffer
any harm if an injunction is not issued. Indeed, Goodway does not even address this element of
injunctive relief its opposition brief. Thus, Goodway fails to show that the balance of harms weighs
in favor of the Court issuing an injunction.
3. 	Narrowly Tailored Relief
Finally, Pakzadeh asserts that even if the Court were to issue an injunction, Goodway’s
proposed relief exceeds the bounds of the Employment Agreement. Goodway argues that its
requested injunction is necessary for it to obtain the benefit of the bargain, but the Court is not
convinced by this argument. The Employment Agreement imposes specific restrictions on
Pakzadeh’s post-employment conduct, namely that she cannot contact or solicit a Goodway client
for a period of one year after termination of her employment. Goodway’s proposed injunction far
exceeds these restrictions because it prevents her from working for her current employer, AI
Digital. Goodway did not bargain for this expanded relief in the Employment Agreement, nor does
it show that such relief is necessary to address any harm it may suffer. Accordingly, Goodway’s
proposed injunction is not narrowly tailored to conform to the harm shown.
Even if the Court modifies the proposed injunctive relief to mirror the non-solicitation
provision in the Agreement, Goodway’s request for an injunction still fails because it is moot. The
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non-solicitation period expired on September 11, 2025, one year after Pakzadeh’s last day of work
at Goodway. In any event, Pakzadeh has not had any contact with any of the accounts Goodway
was concerned about since December 11, 2024.
Goodway contends that an injunction is not moot because courts allow a restrictive
covenant to be equitably extended to account for a period of breach or on-going harm.22 The case
law Goodway relies upon, however, is inapposite. In Vinculum, Inc. v. Goli Techs., LLC,23 the
court held that the damages recoverable by the plaintiff could be extended in case of breach.24
Contrary to Goodway’s assertion, the court did not address whether the restrictive covenant period
could be extended in case of breach. Furthermore, in Synthes USA Sales, LLC v. Harrison,25 the
court upheld contractual provisions that extend the restrictive covenant period in case of breach. 26
It did not hold, however, that the court may equitably extend the restrictive covenant period on its
own accord.
The Employment Agreement does not contain any provision extending the non-solicitation
restriction in case of Pakzadeh’s breach, and the Court will not do so on its own. The non-
solicitation period in the Employment Agreement has expired, and Pakzadeh has not had any
contact with the accounts in question for over a year. Therefore, the Court finds that Goodway’s
request for injunctive relief is now moot.
22 Goodway relies on case law from Pennsylvania because the Employment Agreement is governed by
Pennsylvania law. The parties previously applied Pennsylvania law to other issues concerning the Employment
Agreement without objection.
23 310 A.3d 231 (Pa. 2024).
24 Id. at 250.
25 2014 WL 11210394 (Pa. Com. Pl. May 19, 2014) (citations omitted).
26 Id. at *17.
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In sum, the Court concludes that Goodway has not met its burden to show that it will suffer
irreparable harm or that the harm to Goodway is greater than the harm to Pakzadeh if an injunction
is not issued. In any event, Goodway’s request for an injunction is now moot. Therefore, the Court
grants summary judgment in favor of Pakzadeh on Goodway’s request for injunctive relief.27
B. 	Goodway’s Motion for Summary Judgment
Because the Court grants summary judgment in Pakzadeh’s favor as to Goodway’s request
for an injunction, the Court need not address Goodway’s Motion for Summary Judgment.
Therefore, it is denied.
IT IS THEREFORE ORDERED that Goodway’s Motion for Summary Judgment (Doc.
54) is DENIED.
IT IS FURTHER ORDERED that Pakzadeh’s Motion for Summary Judgment (Doc. 58)
is GRANTED.
IT IS SO ORDERED. This case is closed.
Dated this 27th day of March, 2026.
ERIC F. MELGREN
UNITED STATES DISTRICT JUDGE
27 Goodway seeks only injunctive relief and not monetary damages. Having determined that injunctive relief
is unwarranted, the Court declines to address Goodway’s breach of contract claims or Goodway’s argument that
Pakzadeh should be sanctioned for spoliation of evidence.
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