Drink Tank Ventures v. Real Soda in Real Bottles

FACTS AND PROCEDURAL BACKGROUND

I. Facts

A. Relationship between Real Soda and Drink Tank Both Real Soda in Real Bottles, Ltd. (Real Soda) and Drink Tank Ventures, LLC (Drink Tank) distribute beverages and other consumables to retailers and restaurants in the Southern California region. Real Soda distributes old-timey craft sodas; Drink Tank, drinks and snacks. In early 2014, the founders of Real Soda and Drink Tank— Daniel Ginsburg (Ginsburg) and Benjamin Kim (Kim), respectively—met and became fast friends. Around the time that Drink Tank started renting space for its operations in Real Soda’s large warehouse, Drink Tank made overtures about acquiring Real Soda. In June 2014, Real Soda and Drink Tank signed a Mutual Non-Disclosure and Non-Circumvention Agreement (the NDA).

Ginsberg is not a party to the NDA.

3 Among other provisions, the NDA (1) obligated the parties not to “directly or indirectly . . . divert any business, relationships, contracts or other benefits, or otherwise impair any business relationship [the other] has with any third [p]arty” for a period of at least two years, and (2) provided that the “Discloser [of information] shall be entitled to…