Trimble Inc. v. Unity Software Inc.

Background

Trimble and Unity had conducted business for seven years under successive one-year purchase orders involving Unity software components used in certain Trimble software applications and hardware products. During negotiations for the new purchase order, Unity sought a distribution fee. Trimble did not agree to that fee and instead offered a higher per-unit royalty, which Unity rejected.

Trimble renewed its software license under the renewal clause of the existing license and most recent purchase order. Unity accepted the renewal while reserving its right to negotiate and charge a distribution fee. After the parties failed to reach an agreement, Unity blocked Trimble’s access to its software on December 2, 2025. Trimble then filed this lawsuit, seeking money damages and a declaration that it had not breached the contract by refusing to pay the distribution fee.

Trimble also sought a temporary restraining order, an emergency order intended to prevent harm before a hearing on a preliminary injunction. Trimble asked the court to stop Unity from blocking access by Trimble and its customers to Unity’s software.

Legal standard

The court explained that a party seeking this type of emergency relief normally must show four things: a likelihood of success on the merits, a likelihood of irreparable harm without relief, a favorable balance of hardships, and consistency with the public interest. Irreparable harm means harm that cannot adequately be repaired later, such as through a damages award. The court emphasized that the requested relief is extraordinary and requires a clear showing of entitlement.

Court’s analysis

Trimble submitted a declaration stating that loss of access could disrupt customers’ business activities, reduce their trust in Trimble, and cause current or prospective customers to move to competitors. Trimble argued that money damages would be inadequate because identifying lost customers would be practically impossible.

The court rejected that showing as speculative and conclusory. Trimble had not identified a single customer likely to be lost without an injunction, any customer report of disruption caused by the lost software access, or any customer concern about Trimble’s ability to support its business needs. The court also concluded that any loss of business relationships described by Trimble was economic harm that could be valued and remedied through money damages.

The court distinguished decisions in which plaintiffs had presented more concrete evidence, including evidence that the defendant’s conduct threatened the foundation or survival of a business, or declarations showing specific lost business. The court concluded that Trimble had not demonstrated a significant threat of irreparable injury.

Ruling

The court held that, because Trimble failed to make the required showing of irreparable harm, it did not need to decide whether Trimble was likely to succeed on the merits. It also declined to address the balance-of-hardships and public-interest factors.

The court DENIED Trimble’s temporary restraining-order application, Docket No. 11. The opinion did not decide the underlying contract dispute.