Tentative Ruling: Ronald Guadagno vs Argano Ultimate Holdings LLC et al

Case Number

25CV07703

Case Type

Hearing Date / Time

Mon, 03/30/2026 - 10:00

Nature of Proceedings

Motion: Preliminary Injunction

Tentative Ruling

Ronald Guadagno v. Argano Ultimate Holdings, LLC, et al.

Case No. 25CV07703

           

Hearing Date: March 30, 2026                                   

HEARING:              Motion for Preliminary Injunction        

ATTORNEYS:        For Plaintiff Ronald Guadagno: Matthew S. Disbrow, Honigman LLP

                                    For Defendants Argano Ultimate Holdings, LLC, and Argano, LLC: Adam R. Alper, Michael W. DeVries, Yemeng Dou, Chang, Carson D. Young, Kirkland & Ellis LLP

                                   

TENTATIVE RULING:

The hearing on the motion for preliminary injunction is continued to May 18, 2026. The parties shall provide additional briefing as set forth herein. Plaintiff shall file and serve his supplemental brief addressing the issues requested by the court on or before April 13, 2026. Defendants shall file and serve their response supplemental brief on or before April 27, 2026. Plaintiff may file and serve a reply supplemental brief on or before May 4, 2026.

Background:

On December 10, 2025, plaintiff Ronald Guadagno filed his verified complaint in this action asserting four causes of action: (1) declaratory relief; (2) violation of Labor Code section 925; (3) violation of Business and Professions Code section 16600 and 16600.1; and (4) violation of Business and Professions Code section 17200.

As alleged in the verified complaint:

Starting in March 2010, Guadagno was employed by interRel Consulting (interRel). (Complaint, ¶ 3.) In October 2020, defendants Argano Ultimate Holdings, LLC (Argano Holdings), and Argano LLC (Argano) (collectively, Defendants) acquired interRel. (Ibid.) Over four years after Defendants acquired interRel, Argano Holdings forced Guadagno to sign a restrictive covenant agreement (Agreement) that contained post-employment restrictive covenants that are not enforceable under California law. (Ibid.)

The Agreement also includes a provision that requires the Agreement be construed in accordance with the laws of Texas and that exclusive venue be in Texas. (Complaint, ¶ 9.)

Guadagno is, and at all relevant times has been, a resident of California. (Complaint, ¶¶ 2, 16.) During Guadagno’s employment by Argano, Guadagno was employed and worked in California. (Complaint, ¶ 9.) Guadagno has never worked or lived in Texas. (Ibid.)

Guadagno resigned from Argano on March 4, 2025. (Complaint, ¶ 10.)

Prior to the filing of this complaint, Defendants filed an action in the United States District Court for the Eastern District of Texas. (Complaint, ¶ 11.)

By his complaint, Guadagno seeks declaratory relief that the restrictive covenants and choice of law and forum provisions of the Agreement are unenforceable. (Complaint, ¶¶ 39-42.)

On December 15, 2025, Guadagno filed this motion “for a preliminary injunction to enjoin [Defendants] from enforcing the illegal post-employment restrictive covenants in the ‘Confidentiality and Non-Solicitation Agreement’ by between Defendants and Guadagno.” (Notice, at p. 2.)

On February 3, 2026, Defendants filed a motion to dismiss or to stay this action on the grounds of forum non conveniens. This motion is now set for hearing on May 18, 2026.

On March 17, 2026, Defendants filed their opposition to the motion for preliminary injunction.

On March 23, 2026, Guadagno filed his reply as to the motion for preliminary injunction.

Analysis:

The opposition to this motion argues that this court cannot provide the relief that Guadagno seeks because, among other things, this court cannot enjoin prosecution of a federal court action in Texas. (Opposition, at p. 1; see Biosense Webster, Inc. v. Superior Court (2006) 135 Cal.App.4th 827, 839.) In reply, Guadagno argues that he seeks to enjoin only the enforcement of the illegal provisions of the Agreement. (Reply, at p. 2.)

Because there is a motion pending to stay this action on the grounds of the pending action in Texas, there is a substantial issue of comity. The court will not address the merits of this motion at this time, but will continue the hearing on the motion for preliminary injunction to be heard at the same time as the motion to stay for forum non conveniens so that the comity issue may be appropriately considered.

The court requests the parties to provide additional briefing in connection with the following matters:

“A party seeking injunctive relief must show the absence of an adequate remedy at law.” (Department of Fish & Game v. Anderson-Cottonwood Irrigation Dist. (1992) 8 Cal.App.4th 1554, 1564.)

1.         The motion for preliminary injunction first seeks to enjoin enforcement of the non-competition provisions of the Agreement. Is there an adequate remedy for Guadagno to seek to enjoin enforcement of those provisions by the District Court in Texas applying California law (through an appropriate federal procedural device, such as a counterclaim or cross-complaint)? Why or why not?

2.         The motion for preliminary injunction also seeks to enjoin enforcement of the venue provisions of the Agreement. Is there an adequate remedy for Guadagno to move in the District Court in Texas to change venue from Texas to California on the grounds asserted here by Guadagno that the forum selection provisions are unenforceable? Why or why not?

The parties will be given an opportunity to address these issues by briefing in advance of the hearing.