By Chris Bankler

In Galderma Laboratories, L.P. v. Brenner, Cause No. 26-BC08B-0003 (Tex. Bus. Ct., Mar. 12, 2026), Judge Stagner addressed a familiar scenario in business litigation: a senior executive leaves and immediately joins a direct competitor.

Brenner held high-level roles at Galderma, including leadership over its U.S. aesthetics business. As part of his employment, he entered into a Protective Covenants Agreement containing a noncompete, customer and employee nonsolicitation provisions, and confidentiality obligations. The agreement was supported by continued employment, access to confidential information, and incentive compensation.

After his departure, Brenner became CEO of Prollenium, a company competing in the same hyaluronic acid dermal filler market. Galderma sought broad injunctive relief, asserting breach of the restrictive covenants and misappropriation under TUTSA.

The Court granted relief by entering an injunction—but only in a limited, carefully defined way.

The Court’s Rulings

1. The Noncompete Was Enforceable

The Court first addressed whether Galderma established a probable right of recovery on the noncompete. On that issue, the record aligned cleanly with the agreement.

The Court emphasized that the covenant was tied to an otherwise enforceable agreement and supported by consideration, including access to confidential information and incentive compensation. It also focused on whether the restrictions were reasonable as to time, geography, and scope of activity: “The PCA is likely enforceable… because it was ancillary to an otherwise enforceable agreement and contains reasonable limitations as to time, geographic scope, and activity.”

The factual overlap between Brenner’s former role and his new position was central. He moved from a senior leadership role at Galderma into the CEO role of a direct competitor operating in the same product segment. Brenner’s role as CEO of a direct competitor “falls within the scope of activity prohibited.”

Given that alignment, the Court had little difficulty concluding that Galderma showed a probable right of recovery on the noncompete. Even so, the Court did not simply accept the agreement as written and later addressed whether its scope needed to be narrowed.

2. Nonsolicitation and Confidentiality Claims Failed for Lack of Evidence

The Court took a much more skeptical view of the remaining restrictive covenants.

On the nonsolicitation provisions, the Court found a complete absence of proof. There was no evidence that Brenner had contacted customers or employees, attempted to solicit them, or taken any steps suggesting an imminent violation. “Galderma presented no evidence that Brenner has solicited…any Covered Customer or Covered Worker.”

The same issue affected the confidentiality claim. Although Brenner accessed company materials shortly before his departure—and even connected an external storage device—the forensic evidence did not establish that any confidential information was actually taken or used. “The evidence does not establish that Brenner has used or disclosed…Confidential Information.”

The Court made clear that suspicion is not enough at the injunction stage: “Mere suspicion or apprehension of a possible breach is insufficient.”

The takeaway from this portion of the opinion is straightforward: where a claim depends on conduct, the Court expects evidence of that conduct—not inference layered on top of access and opportunity.

3. Trade Secrets Claim Rejected—No Inference from Employment Alone

The Court applied the same evidentiary discipline to Galderma’s TUTSA claim. In other words, the Court rejected any form of automatic “inevitable disclosure” theory on this record. While the record showed that Brenner had access to sensitive information during his employment, the Court found that access alone did not establish misappropriation or even a probable threat of misappropriation. “Past access alone does not establish actual or threatened misappropriation.”

Galderma urged the Court to infer risk based on Brenner’s new role with a competitor. The Court declined to do so. “The Court declines to infer misappropriation solely from Brenner’s subsequent employment with a competitor.”

“This sort of supposition is how reputations are ruined in an industry.”

4. Irreparable Harm Found Based on Executive Role

Even though the Court rejected the trade secret and confidentiality claims, it still found irreparable harm sufficient to support injunctive relief on the noncompete. The analysis turned on the nature of Brenner’s position. As CEO of a direct competitor in the same product market, his role inherently involved continuous, high-level strategic decision-making. “At the chief executive level, competitive decision-making is continuous and enterprise-wide.”

The Court focused on the practical reality that an executive cannot separate prior knowledge from current decision-making: The risk arises from the “practical difficulty—if not impossibility—of compartmentalizing confidential information.” The Court continued: “Once confidential information informs competitive strategy, it cannot be ‘unlearned.’”

That reasoning supported a finding of irreparable harm—but importantly, the Court confined that finding to the scope of the noncompete rather than using it to expand relief on other claims.

5. The Court Reformed the Covenant Before Enforcing It

Finally, the Court addressed the scope of the noncompete and made clear that it would not enforce the agreement as written if it extended beyond what was reasonably necessary.

“Where a covenant is overbroad, the Court must narrow it rather than invalidate it.”

The Court identified two areas requiring reformation. First, the agreement’s language would have prohibited Brenner from working for a competitor “in any capacity,” which Texas law does not permit. Second, the geographic scope was swept too broadly by tying restrictions to areas where Brenner merely had access to information.

The Court narrowed both. It limited the restriction to roles “the same as or substantially similar” to Brenner’s prior responsibilities and confined the geographic scope to the United States market.

Conclusion and Takeaways

This decision reflects a disciplined approach to temporary injunctions in the Business Court.

First, the Court requires evidence tied to the specific claim. Where Galderma lacked proof of solicitation or misuse, those claims failed—despite the overall competitive context.

Second, the Court is willing to find irreparable harm based on the nature of a senior executive role. But that finding does not expand relief beyond what the contract and record support.

Third, noncompetes remain enforceable, but only as reasonably tailored. The Court will reform overbroad provisions rather than reject them outright and then enforce the narrowed version.

The opinions expressed are those of the authors and do not necessarily reflect the views of the firm, its clients, or any of its or their respective affiliates. This article is for informational purposes only and does not constitute legal advice. For more information, please contact Chris Bankler or a member of the Trial & Appellate Litigation practice.

Meet Chris

Chris Bankler focuses on the resolution of disputes for businesses and financial institutions. He counsels clients through the process of complex business litigation, including general business disputes, fraud claims, breach of fiduciary duty cases, and complex business bankruptcy litigation. He has served as litigation counsel in more than 100 cases in state and federal courts, as well as FINRA and AAA arbitrations.