Tran v. Minh Duc Pham

Background

Thanh Son Tran and Minh Duc Pham co-founded One Amo, Inc. in October 2020. Tran owned 42.5% of the shares, and Pham owned 57.5%. One Amo develops artificial-intelligence software to assist with evaluating mortgage loans.

Tran had previously developed BiFrost, which he described as a proprietary backend framework for helping startups launch high-scale platforms. As One Amo’s chief technology officer, Tran recruited and trained an engineering team that used BiFrost to develop One Amo’s platform and core modules. Tran asserted that the combination of BiFrost and those modules constituted One Amo’s core proprietary technology and trade secrets, referred to in the order as the “Amo Information.”

Pham also wholly owned Wonder Rates, Inc., which became a customer of One Amo. Tran alleged that, without notifying him, Pham later registered a business name suggesting that One Amo was merely a business name for Wonder Rates. Tran further alleged that, after telling him in May 2024 that One Amo would be shut down, Pham continued operating One Amo and secretly cloned its technology into a Wonder Rates-owned system. Tran alleged that 85–90% of Wonder Rates’ new platform was directly derived from BiFrost and One Amo code.

Application for Temporary Restraining Order

Tran applied for a temporary restraining order, a short-term court order intended to prevent specified conduct while the court considers whether to issue a preliminary injunction. He sought relief based primarily on a claim under the federal Defend Trade Secrets Act and also asserted claims based on the parties’ nondisclosure agreements.

The court accepted the facts in Tran’s declaration as true for purposes of deciding the application. It applied the same standard used for a preliminary injunction. Under that standard, a plaintiff generally must show likely success on the merits, likely irreparable harm without preliminary relief, that the balance of hardships favors the plaintiff, and that an injunction serves the public interest. The court also explained that relief may issue when there are serious questions about the merits, if the balance of hardships sharply favors the plaintiff and the other requirements are met.

Court’s Analysis

The court found at least serious questions about Tran’s trade-secret and breach-of-contract claims. For the trade-secret claim, the court stated that Tran had provided evidence that the Amo Information included source code and functional modules, had economic value because it was not generally known or readily available through proper means, and was subject to secrecy measures. The court noted that BiFrost was password-protected, had not been publicly released, and was not open source.

The court also noted evidence that Pham apparently admitted copying the source code and that Tran submitted an analysis showing substantial similarities between the two systems. The court stated that such copying would constitute misappropriation. Regarding the nondisclosure agreement, the court noted that Pham apparently did not dispute that his continued use of the Amo Information through Wonder Rates would breach the agreement, although he argued that the contract claim was preempted by California’s trade-secret law and the federal Copyright Act.

The court concluded that the balance of hardships tilted sharply in Tran’s favor because completing the cloning process could allow Wonder Rates to perform all of the functions covered by the Amo Information, making One Amo’s commercial viability practically null. Pham argued that an injunction would harm both companies by forcing Wonder Rates to use inefficient and outdated code. The court relied on the parties’ representations that the proposed order would allow Wonder Rates to continue using the Amo Information as a One Amo customer and would address that concern.

The court also found that Tran was likely to suffer irreparable harm without a temporary restraining order. It pointed to the connection between One Amo’s economic value and keeping the Amo Information confidential, as well as the nondisclosure agreement’s provision that a breach or threatened breach was likely to cause substantial and difficult-to-measure damage. Finally, the court concluded that the public interest favored narrowly protecting trade secrets while allowing lawful competition.

Order

The court granted Tran’s application, as limited by the proposed temporary restraining order. The order required the defendants and persons acting in concert with them to stop developing, deploying, or operating systems derived from BiFrost, the One Amo platform, or related code, subject to the order’s stated limitations.

Within 48 hours after service, the defendants were required to cease development of cloned or derivative systems except for maintenance, preserve specified repositories and technical records, and return and restore to the original repository specified code, databases, and derivative works derived from BiFrost or One Amo that they controlled. Pending the court’s ruling on the order to show cause, the defendants could not migrate, test, deploy, or operate a new or replacement system derived from that code.

The order temporarily suspended Pham from exercising authority as a director or officer of One Amo solely as needed to prevent dissolution, shutdown, asset transfers, sales, or access to or disclosure of proprietary information during the temporary restraining order. It also required preservation of evidence and permitted limited, expedited discovery concerning issues relevant to the requested preliminary injunction.

Pham was ordered to appear before Judge Beth Labson Freeman on March 19, 2026, and show cause why a preliminary injunction with the same restrictions should not issue. The temporary restraining order was to remain in effect until March 26, 2026. The court declined to require Tran to post a bond. The order addressed interim relief and did not make a final determination of liability on the underlying claims.