Pilot Air Freight, LLC, Respondent,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A21-0058

Pilot Air Freight, LLC,
Respondent,

vs.

Adam Trenberth, et al.,
Appellants.

Filed September 7, 2021
Reversed and remanded
Reilly, Judge

Dakota County District Court
File No. 19HA-CV-20-2664

Jonathan P. Norrie, Bryce D. Riddle, Bassford Remele, P.A., Minneapolis, Minnesota (for
respondent)

V. John Ella, Nicholas N. Sperling, Anna M. Koch, Tr epanier MacGillis Battina P.A.,
Minneapolis, Minnesota; and

Samuel W. Diehl, Crosscastle, P.A., Minneapolis, Minnesota (for appellants)

Considered and decided by Bryan, Presiding Judge; Re illy, Judge; and Slieter,
Judge.
NONPRECEDENTIAL OPINION
REILLY, Judge
In this interlocutory appeal, appellants ar gue that the district court abused its
discretion by issuing a temporary injunction. Because the district court failed to consider
security as required by Minn. R. Civ. P. 65.03(a) and be cause its order granting the

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temporary injunction failed to satisfy the spec ificity requirements of Minn. R. Civ. P.
65.04, we reverse and remand.
FACTS
After graduating from college, appellant Ad am Trenberth accepted a position as a
salesperson for Manna Freight Systems Inc. (Manna). He worked for Manna from 2005
until 2014 when he left to pursue a personal business opportunity. A year later, Trenberth
rejoined Manna as a salesperson and signed an employment agreement with an effective
date of December 15, 2015. The employment agreement in cluded a noncompete clause
providing that, for one calendar year after separa ting from Manna, Trenberth was
prohibited from calling on Manna customers or working for Manna’s competitors within a
150-mile radius. The employment agreemen t also provided that if another company
acquired Manna, the agreement “shall continue in full force and effect with regard to the
surviving entity.”
On July 17, 2018, respondent Pilot Air Freight LLC (Pilot), a full-service shipping
and logistics company, acquired Manna. Th e day before Pilot acquired Manna, Pilot
offered Trenberth a position as a sales representative. Trenberth accepted, began working
for Pilot the next day, and signed Pilot’ s employment offer within days. During
Trenberth’s employment with Pilot, he was one of the top salespeople. Beginning in
January 2019, Trenberth became Pilot’ s e-commerce sales manager. His job
responsibilities included selling and promoting Pilot’s transportation and logistics services
to new and existing customers.

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In June 2020, Trenberth resigned from P ilot and accepted a position as the vice
president of sales with appellant Anderson Cargo Services LLC (Anderson), a competitor
of Pilot. As Anderson’s vice president of sales, Trenbert h hired, trained, and managed
employees who sold Anderson’s freight services.
On July 8, 2020, Pilot sent letters to Trenberth and Anderson (collectively
appellants) stating that Tren berth violated the noncompete clause under his employment
agreement that survived Pilot’s acquisition of Manna. Appellants sent Pilot letters in
response that stated they did not believe Trenberth violated any of his obligations. Pilot
then sued appellants alleging breach of contract, tortious interference with contract,
threatened misappropriation under the Minnesota Uniform Trad e Secrets Act, and unjust
enrichment. In August 2020, Pilot sought injunctive relief against Trenberth to temporarily
restrain him from continuing his employment with Anderson as vice president of sales.
The district court held a hearing on August 17, 2020, and took the matter under advisement.
Many weeks later, on November 16, 2020, the district court issued an order granting Pilot’s
motion. And on December 2, 2020, the di strict court filed a memorandum of law
explaining the basis for its November order and then filed an amended memorandum of
law the next day.
This appeal followed.
DECISION
I. This appeal is not moot.
This court heard oral argument on this matter on May 27, 2021. During oral
argument, a question arose as to whether this appeal woul d become moot because the

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injunction would expire on July 2, 2021, during the pendency of this appeal. The parties
did not address the issue of mootness in their briefs, and we ordered supplemental briefing
on whether this appeal would remain justiciable after the injunction expired.
We consider the question of mootness, “[ a]s a constitutional prerequisite to the
exercise of jurisdiction.” In re Schmidt, 443 N.W.2d 824, 826 (Minn. 1989). The mootness
doctrine demands that appellate courts hear only live controversies and prohibits appellate
courts from issuing advisory opinions or deciding cases merely to establish precedent. Id.;
Chaney v. Minneapolis Cmty. Dev. Agency, 641 N.W.2d 328, 331 (Minn. App. 2002), rev.
denied (Minn. May 28, 2002). An issue is moot if “an event occurs pending appeal that
makes a decision on the merits unnecessary or an award of effective relief impossible.”
Hous. & Redev. Auth. ex rel. City of Richfield v. Walser Auto Sales, Inc., 641 N.W.2d 885,
888 (Minn. 2002). When we cannot grant effe ctual relief, we consider the issue raised
moot and dismiss the appeal. Schmidt, 443 N.W.2d at 826.
Generally, an appeal from the grant of an injuncti on becomes moot when the
injunction expires. See Grupo Mexicano de Desarrollo, S.A. v. Alliance Bond Fund, Inc.,
527 U.S. 308, 314 (1999) (stating that “an appeal from the grant of a preliminary injunction
becomes moot when th e trial court enters a permanent injunction, because the former
merges into the latter”); see also Farm Bureau Mut. Ins. Co. v. Schwan, 687 N.W.2d 388,
391-92 (Minn. App. 2004) (concluding that an appeal about a non-solicitation provision in
an employment contract and an injunction were moot because they would expire while the

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appeal was pending).1 But an exception exists when the enjoined party seeks money from
the posted bond. Grupo Mexicano de Desarrollo, S.A. , 527 U.S. at 315-17; Medtronic,
Inc. v. Janss, 729 F.2d 1395, 1398-99 (11th Cir. 1984). When a court wrongfully enjoins
a party, the injunction bond can be used to compensate the wrongfully enjoined party “for
the payment of such costs and damages as ma y be incurred.” Minn. R. Civ. P. 65.03;
Hubbard Broad., Inc. v. Loescher, 291 N.W.2d 216, 219-20 (Minn. 1980). As a result, the
validity of an expired injuncti on can continue to affect the parties through the enjoined
party’s effort to seek recove ry on the bond. Thus , when the disposition of issues raised
under the expired injunction dictates the proper treatment of the bond, the bond preserves
appellate jurisdiction over the appeal. Grupo Mexicano de Desarrollo, S.A. , 527 U.S. at
314; see also Medtronic, Inc., 729 F.2d at 1398-99.
Here, the parties agree that the temporary injunction expired on July 2, 2021, and
that the noncompete agreement expired on July 6, 2021, under Trenberth’s employment
agreement. In their supplemental brief, appellants assert that Trenberth intends to seek
recovery under the $25,000 inju nction bond that Pilot posted in February 2021, and thus
this appeal is not moot. We agree. Because Trenberth intends to seek recovery from the
bond, the validity of the temporary injunction remains in dispute between the parties. We
conclude that this appeal is not moot.

1 In Farm Bureau, the district court did not require an injunction bond. 687 N.W.2d at 392.

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II. Temporary injunction
Having concluded that this appe al remains justiciable, we turn to the merits of the
appeal. Appellants argue that we must reve rse the district court’s order granting the
temporary injunction.2
A temporary injunction is an extraordinar y equitable remedy used to preserve the
status quo between parties until adjudication of the case on its merits. Miller v. Foley, 317
N.W.2d 710, 712 (Minn. 1982). In determining whether to grant temporary injunctive
relief, the district court must first consider whether the party seeking the injunction showed
that the applicable legal remedy is inadequate and the temporary injunction is necessary to
prevent irreparable harm. Cherne Indus., Inc. v. Grounds & Assocs., Inc., 278 N.W.2d 81,
92 (Minn. 1979); City of Mounds View v. Metro. Airports Comm’n, 590 N.W.2d 355, 357
(Minn. App. 1999). If the threshold showing of irreparable harm is satisfied, the district
court then considers the five Dahlberg factors: (1) the relations hip between the parties,
(2) the relative harm to the parties if the injunctive relief is granted or denied, (3) the party’s
likelihood of success on the merits, (4) any public interest or policy that may be involved,
and (5) the administrative burdens on the j udicial system in the supervision and

2 Respondent urges us to consid er the district court’s analys is in its May 10, 2021 order
ruling on appellants’ motion for a stay pending this appeal. “On appeal from or review of
an order the appellate courts may review any order affecting the order from which the
appeal is taken.” Minn. R. Civ. App. P. 103.04. But “[a]n appellate court may not base its
decision on matters outside the record on appeal, and may not consider matters not
produced and received into evidence below.” LaChapelle v. Mitten, 607 N.W.2d 151, 168
(Minn. App. 2000) (quoting Thiele v. Stich, 425 N.W.2d 580, 582-83 (Minn. 1988)), rev.
denied (Minn. May 16, 2000). The May 10, 2021 order was issued after the entry of the
district court’s order granting an injunction, from which appellants appeal. The May 10,
2021 order is thus outside the record on appeal and we decline to consider it.

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enforcement of the temporary injunction. Dahlberg Brothers, Inc. v. Ford Motor Co., 137
N.W.2d 314, 321-22 (Minn. 1965).
When a district court finds that a temporary injunction is necessary, it generally may
not issue a temporary injunction unless the party seeking the injunction gives security “in
such sum as the court deems proper, for the payment of such costs and damages as may be
incurred or suffered by any party who is found to have been wrongfully enjoined or
restrained.” Minn. R. Civ. P. 65.03(a). And the district court’s order granting the
injunction “shall be specific in terms” and “shall describe in reasonable detail, and not by
reference to the complaint or other document, th e act or acts sought to be restrained.”
Minn. R. Civ. P. 65.04.
“The granting of an injunction generally rests within the sound discretion of the
[district] court, and its action will not be disturbed on appeal unless, based upon the whole
record, it appears that th ere has been an abuse of such discretion.” Cherne Indus., 278
N.W.2d at 91. Our review of the district court’s decision on whether to grant an injunction
is deferential and we consider the facts in the light most favorable to the prevailing party.
Bud Johnson Constr. Co. v. Metro. Transit Comm’n , 272 N.W.2d 31, 33 (Minn. 1978).
We will not set aside a district court’s findings about entitlement to injunctive relief unless
they are clearly erroneous. Haley v. Forcelle, 669 N.W.2d 48, 55 (Minn. App. 2003), rev.
denied (Minn. Nov. 25, 2003). Here, although th e district court cursorily considered the
Dahlberg factors, it ignored the requirements of Minn. R. Civ. P. 65.03 and 65.04.

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A. The district court abused its discretion by failing to require a security bond
in accordance with Minn. R. Civ. P. 65.03(a).

Appellants argue that the district court a bused its discretion by issuing an order
granting an injunction without re quiring Pilot to prov ide security. We agree. Minn. R.
Civ. P. 65.03(a) prohibits the district court from issuing a temporary injunction before the
party seeking the injunction prov ides security, in the sum deem ed proper by the district
court, for payment of damages that may be suffered by any party later found to have been
wrongfully enjoined. A district court may waive the security requirement, but it must note
and explain its decision to waiv e security and cannot simply fail to address the issue.
Ecolab, Inc. v. Gartland, 537 N.W.2d 291, 297 (Minn. App. 1995).
Here, the district court neither required Pilot to provide secu rity nor noted its
decision to waive the security requirement. In February, months after the district court
granted injunctive relief, and one month after appellants filed this appeal, Pilot voluntarily
posted a $25,000 bond as required by the par ties’ employment agreem ent. But it is the
district court that must consider whether security is proper and, if so, in what amount. We
thus conclude that the district court abused its discretion by faili ng to require Pilot to
provide security as required by Minn. R. Civ. P. 65.03(a) or to explicitly waive the security
requirement.
B. The district court abused its discreti on by issuing an order granting an
injunction that did not satisfy the requirements of Minn. R. Civ. P. 65.04.

Appellants also argue that the district court violated Minn. R. Civ. P. 65.04 because
its order granting the injunction lacked sp ecificity, was inconsis tent, and improperly
directed the parties to rely on their employment agreement. We agree. An order granting

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an injunction “shall set forth the reasons for its issuance; shall be specific in terms; shall
describe in reasonable detail, and not by reference to the complaint or other document, the
act or acts sought to be restrained.” Minn. R. Civ. P. 65.04. The district court’s order
granting the injunction stated in full:
Plaintiff’s Motion for Tempor ary Restraining Order is
GRANTED.

Defendants are enjoined and restrained from continuing
Trenberth’s employment with [Anderson] as Vice President of
Sales and from further violating or participating in the violation
of the non-competition term in paragraph 5(e) of [] Trenberth’s
December 15, 2015 Employment Agreement.

This Order shall remain in effe ct until further order of this
Court, and is intended to appl y during the pendency of this
case, and during the pendency of any arbitration between the
parties pursuant to paragraph 1 of [] Trenberth’s December 15,
2015 Employment Agreement.

The attached memorandum is incorporated herein.

The order granting the injunction failed to comply with any of the requirements of
Minn. R. Civ. P. 65.04. First, although an injunction order must “set forth the reasons for
its issuance,” the order is void of any reason fo r the injunction’s issuance. Minn. R. Civ.
P. 65.04. And the incorpor ated memorandum makes conclusory statements that lack
substantive analysis about the reasons for issuing the injunction.
Second, the order lacks specificity. The order directs Trenberth to refrain from
continuing his employment at Anderson as the vice president of sales, but it does not clarify
whether Trenberth can continue his employment with Anderson in a different capacity.
And the memorandum magnifies the lack of specificity about whether, or in what capacity,

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Trenberth may continue to work at Anderson. The memorandum states, “Trenberth is not
restricted from performing work in other capacities. He is simply barred from performing
the role of Vice President of Sales, or acti ng in a manner in consistent [sic] with his non-
compete terms of his employment contract with [Pilot].” But the order and memorandum
do not prescribe what actions would conflict with his noncompete. For example, can
Trenberth call on customers who were not Pilot customers? Further, how does the role of
vice president of sales preclude him from making those calls? Similarly, the memorandum
states that an injunction woul d protect Pilot’s confidential in formation but fails to define
what information is confidential. For example, is it pricing information? Customer lists?
Finally, the order and memorandum un equivocally reference the employment
agreement when discussing the acts to be restrained. Th e memorandum states that
Trenberth is “barred from . . . acting in a manne r in consistent [sic] with his non-compete
terms of his employment contract with [Pilot].” We thus conclude that the district court
abused its discretion by issuing a temporary injunction that fa iled to set forth the reasons
for its issuance, was not specific, and referred to the employment agreement in violation of
Minn. R. Civ. P. 65.04. We therefore reverse and remand for proceedings consistent with
this opinion.3
Reversed and remanded.

3 Appellants also argue that the district court abused its discretion by concluding that Pilot
would suffer irreparable harm without an injunction and in its application of the Dahlberg
factors. Because we are reversing the tem porary injunction based on the district court’s
failure to comply with rules 65.03 and 65.04, we need not reach these issues.