8th Circuit upholds denial of preliminary injunction against Commerce Bank, ruling that RMS failed to…
RMS v. Commerce Bank
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8th Circuit upholds denial of preliminary injunction against Commerce Bank, ruling that RMS failed to show it would suffer irreparable harm from the bank's competing software.
Why it matters
The Eighth Circuit affirmed the district court's decision denying Revenue Management Solutions a preliminary injunction against Commerce Bank. RMS had accused Commerce of breaching their software licensing contract and misappropriating trade secrets by developing a competing product called RemitConnect 2.0. The appeals court agreed with the lower court that RMS did not demonstrate it was likely to suffer irreparable harm, which is a required element for obtaining this type of emergency court order.
Who it affects
This ruling directly affects technology companies that license their software to other businesses, particularly when those businesses later develop competing products. It also matters to any party seeking emergency court relief, as it reinforces that a contractual clause acknowledging injunctive relief as a remedy does not automatically guarantee a court will grant it.
What happens next
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Decision issued Jul 23, 2026
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- Decision issued Jul 23, 2026Published opinion
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Jul 23, 2026 · Published opinion
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DEEPER READ
The central question in this case was whether Revenue Management Solutions (RMS) was entitled to a preliminary injunction, an emergency court order, to stop Commerce Bank from using software called RemitConnect 2.0 while the underlying lawsuit was pending. RMS claimed Commerce violated their 2014 licensing agreement by reverse engineering and copying RMS's healthcare revenue management software platform to build its own competing product, and also misappropriated RMS's trade secrets. To obtain a preliminary injunction, a party must satisfy four factors: a likelihood of success on the merits, a likelihood of irreparable harm without the injunction, a balance of equities in their favor, and that an injunction is in the public interest. Critically, failing to show irreparable harm alone is enough to deny the request. The district court found that RMS's potential harms, including lost revenue, eroded market share, and pricing pressures, were compensable with money damages rather than being the kind of serious, unquantifiable, and imminent harm that justifies an emergency court order. Some harms were also found to be too speculative. RMS pointed to an Injunctive Relief Clause in the contract, which acknowledged that breaches of certain provisions would not be adequately remedied by money alone, and argued this clause should effectively guarantee them injunctive relief. The district court rejected this argument, finding the clause was not by itself dispositive, and the Eighth Circuit did not disturb that finding. The appeals court reviewed the district court's factual findings on irreparable harm for clear error and its legal conclusions without deference, ultimately finding no abuse of the district court's broad discretion in denying the injunction. The Eighth Circuit affirmed the denial of the preliminary injunction based on the irreparable harm finding. The opinion does not indicate a dissent. The underlying claims of breach of contract and trade secret misappropriation remain to be litigated, as this ruling only addresses the request for emergency preliminary relief.
CITATION AND RECORD
Record source: CourtListener
United States Court of Appeals For the Eighth Circuit ___________________________ No. 25-3159 ___________________________ Revenue Management Solutions, LLC Plaintiff - Appellant v. Commerce Bank Defendant - Appellee v. Amy Rinard Third Party Defendant ____________ Appeal from United States District Court for the Western District of Missouri - Kansas City ____________ Submitted: April 15, 2026 Filed: July 23, 2026 ____________ Before GRUENDER, BENTON, and ERICKSON, Circuit Judges. ____________ BENTON, Circuit Judge. Revenue Management Solutions, LLC licensed its software to Commerce Bank. After Commerce developed its own, similar software, RMS moved for a preliminary injunction, alleging breach of contract and misappropriation of its trade secrets. Finding RMS failed to show irreparable harm, the district court1 denied the motion. RMS appeals. Having jurisdiction under 28 U.S.C. § 1292(a)(1), this court affirms. I. RMS, a technology company, offers a healthcare-revenue-management software platform, MB Connect Suite of Products and MEDRX (the “RMS Platform”). The RMS Platform processes and organizes records, payment information, and other patient data for healthcare providers. RMS offers its platform directly, and indirectly through white-labeling. See CEATS, Inc. v. Cont’l Airlines, Inc., 526 F. Appx. 966, 968 (Fed. Cir. 2013) (“‘White-label’ products are versions sold without branding so the purchasing entity can brand the product itself.”). In 2014, RMS licensed to Commerce a white-label version of its platform. Commerce branded it “RemitConnect.” Using RemitConnect, Commerce’s customers saw only the Commerce brand. By the contract, Commerce had access to RMS’s confidential software, along with the streams of data within it. The contract prohibited Commerce from improperly copying or disclosing, reverse engineering, or creating derivative works based on RMS’s software or “the code inherent therein.” The contract added, “All commercial and intellectual property rights in the [RMS Platform] shall remain at all times the sole property of RMS.” The contract’s Injunctive Relief Clause said: 1 The Honorable Stephen R. Bough, United States District Judge for the Western District of Missouri. -2- The Parties recognize that a remedy at law for a breach of the provisions of this Contract relating to (i) proprietary and Confidential Information; (ii) the unauthorized use of any trademark, copyright, or other intellectual property of either Party, or (iii) solicitation of either Parties employees or business customers will not be adequate for protection of either Party, and accordingly either Party shall have the right to injunctive relief to enforce the provisions of this Contract, in addition to any other relief and remedies available. In 2018, Commerce began developing its own software, RemitConnect 2.0. RemitConnect 2.0 emulated the RMS Platform’s data processing, to independently produce the same output files. RMS claims Commerce concealed RemitConnect 2.0 from it. RMS stated that in January 2025, it noticed that fewer of Commerce’s customers were using the RMS Platform. Believing Commerce reverse engineered and copied its software, and thus breached the contract, RMS moved for a preliminary injunction, seeking to enforce the Injunctive Relief Clause. RMS asked the district court to bar Commerce from using RemitConnect 2.0, and from misusing information gained through the contract. RMS’s preliminary injunction arguments focused on the likelihood of success, emphasizing the breach of the 2014 contract and the misappropriation of trade secrets. RMS also argued that Commerce’s continued use of RemitConnect 2.0 would tarnish its reputation and good will, and erode its pricing and market share—resulting in irreparable harm. The district court denied a preliminary injunction. It found that RMS did not present enough evidence to establish that irreparable harm was likely to occur absent preliminary injunctive relief, and that the Injunctive Relief Clause was not, by itself, dispositive. RMS appeals. II. “A preliminary injunction is an ‘extraordinary’ equitable remedy that is ‘never awarded as of right.’” Starbucks Corp. v. McKinney, 602 U.S. 339, 345 (2024), -3- quoting Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 24 (2008). “The substantive prerequisites for obtaining an equitable remedy as well as the general availability of injunctive relief . . . depend on traditional principles of equity jurisdiction.” Grupo Mexicano de Desarrollo S.A. v. All. Bond Fund, Inc., 527 U.S. 308, 318–19 (1999) (citation and modification omitted). Absent a clear command from Congress to depart from the traditional principles of equity, a plaintiff must establish four factors to obtain a preliminary injunction: (1) “that he is likely to succeed on the merits”; (2) “that he is likely to suffer irreparable harm in the absence of preliminary relief”; (3) “that the balance of equities tips in his favor”; and, (4) “that an injunction is in the public interest.” Winter, 555 U.S. at 20. See McKinney, 602 U.S. at 346; Dataphase Sys., Inc. v. C L Sys., Inc., 640 F.2d 109, 114 (8th Cir. 1981) (en banc) (same factors). While no single factor is determinative, the failure to show irreparable harm, alone, is a sufficient ground to deny preliminary injunctive relief. See Phyllis Schlafly Revocable Tr. v. Cori, 924 F.3d 1004, 1009 (8th Cir. 2019). “This court reviews decisions on preliminary injunctions for abuse of discretion, reviewing factual findings for clear error and legal conclusions de novo.” Iowa Migrant Movement for Just. v. Bird, 157 F.4th 904, 913 (8th Cir. 2025). “The district court has broad discretion when ruling on preliminary injunctions.” Lankford v. Sherman, 451 F.3d 496, 503 (8th Cir. 2006). “[T]he scope of this court’s review is [thus] very limited.” Sleep No. Corp. v. Young, 33 F.4th 1012, 1016 (8th Cir. 2022) (quotation omitted). The district court abuses this considerable discretion when it “rests its conclusion on clearly erroneous factual findings or if its decision relies on erroneous legal conclusions.” GLBT Youth in Iowa Schs. Task Force v. Reynolds, 114 F.4th 660, 669 (8th Cir. 2024). III. RMS asserts it presented enough evidence to show it was likely to suffer irreparable harm in the absence of preliminary injunctive relief. The district court, -4- however, found RMS’s potential harms compensable with money damages—and some too speculative and inadequate to establish irreparable harm. The district court’s irreparable-harm determinations are reviewed for clear error. Sleep No., 33 F.4th at 1018. “To show irreparable harm, a party must show that the harm is certain and great and of such imminence that there is a clear and present need for equitable relief.” Morehouse Enters., LLC v. ATF, 78 F.4th 1011, 1017 (8th Cir. 2023) (quotation omitted). The plaintiff must show that the irreparable harm “is likely to occur absent preliminary injunctive relief.” Id. The harm also must be non-compensable with money damages or incalculable. See Jet
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