Key Points

  • The Eighth Circuit, 2-1, affirmed a preliminary injunction barring G.W. Van Keppel Company from making public statements about Cemen Tech or their Reseller Agreement without Cemen Tech's permission.
  • The majority held the district court did not clearly err in finding that the dealer's letter to a customer threatened irreparable harm to Cemen Tech's reputation, goodwill and customer relationships, based in part on its CEO's testimony.
  • The majority declined to reach Van Keppel's argument that the injunction was not narrowly tailored, holding the dealer had not presented it to the district court.
  • Judge Kobes dissented, saying the overbreadth argument was preserved, a party opposing an injunction need not propose a narrower one, and the order was not narrowly tailored; the dissent would have vacated it.

A divided federal appeals court on Nov. 13 upheld an order that bars a terminated equipment dealer from making any public statements about the manufacturer that dropped it, including statements to customers, unless the manufacturer approves them first.

The U.S. Court of Appeals for the Eighth Circuit voted 2-1 to affirm a preliminary injunction that concrete-equipment maker Cemen Tech, Inc. won against its former reseller, G.W. Van Keppel Company. Circuit Judge Kelly wrote for the majority. Circuit Judge Kobes dissented.

The majority held that the trial judge reasonably found a threat to Cemen Tech's reputation and goodwill. It declined to decide whether the order sweeps too broadly, because Van Keppel had not made that argument in the district court. The ruling leaves in force an order that enforces a no-publicity clause in the companies' contract, a clause written to survive the end of their business relationship.

Cemen Tech and Van Keppel signed a Reseller Agreement in 2016 that authorized Van Keppel to sell and service Cemen Tech products. The agreement provided that "[n]either party may make any public statements about the other party, or th[e] [Reseller] Agreement, without the prior consent of the other party."

In September 2025, Cemen Tech told Van Keppel that it believed the dealer had breached the contract and that it would end the agreement if the breaches were not cured. Van Keppel denied any breach. Cemen Tech gave notice on Jan. 7, 2026, that it had terminated the agreement.

Later that month, a Cemen Tech customer received a letter from a Van Keppel manager. The letter said that "Cementech has unilaterally chosen to terminate its dealer relationship with Van Keppel" and that the decision "was not the result of any failure in performance, customer support, or commitment on our part." It added: "Van Keppel did not step away from this relationship. We did not abandon our customers."

According to the opinion, Van Keppel had earlier sent the same message to all its employees so they "would have a better understanding of how to field . . . phone calls when a customer called [them] for service and support."

Cemen Tech moved for a preliminary injunction based on the letter. After a hearing, U.S. District Judge Rebecca Goodgame Ebinger of the Southern District of Iowa barred Van Keppel from "making any public statements, including statements to customers, regarding either the Reseller Agreement or . . . Cemen Tech . . . without first consulting with, and receiving the permission of, Cemen Tech."

On appeal, Van Keppel argued that Cemen Tech had not shown irreparable harm, meaning injury that money damages could not later repair, which a party must show to obtain a preliminary injunction. The dealer contended that the January letter did not and could not cause such harm.

Judge Kelly rejected that argument under the deferential abuse-of-discretion standard, under which an appeals court overturns a trial judge's factual findings only for clear error. The opinion states that it is well established that the "[l]oss of intangible assets such as reputation and goodwill can constitute irreparable injury." It noted that the trial judge's finding rested on testimony from Cemen Tech's chief executive, Connor Deering.

The majority acknowledged gaps in that record. "Perhaps Cemen Tech could have provided more detailed evidence regarding the risks of harm by, for example, showing how specific customers interpreted the January message," Judge Kelly wrote. The majority added that the finding still was not clearly erroneous.

Van Keppel argued in the alternative that the order was not narrowly tailored, as Eighth Circuit precedent requires of preliminary injunctions. It contended the order was overbroad to the extent it bars even benign references to Cemen Tech to its clients. The majority held that the argument was not properly before the court because Van Keppel had not presented it to the district court.

In a footnote, Judge Kelly wrote that Van Keppel had argued below that the injunction's breadth would harm the dealer itself, but never argued that a narrower order could protect Cemen Tech. "Van Keppel could have argued that Cemen Tech was not entitled to an injunction at all and, in the alternative, that the proposed injunction was not narrowly tailored to any identified irreparable harm," the footnote states.

Judge Kobes was "skeptical that Cemen Tech would suffer irreparable harm without a preliminary injunction." The dissent disagreed that Van Keppel had failed to preserve the overbreadth point, citing Van Keppel's opposition brief in the district court, which called the requested injunction "frightening in its breadth."

The dissent also said that Van Keppel did not have to propose a narrower injunction, a step that "would have undermined its argument that Cemen Tech failed to prove entitlement to one at all." It cited circuit precedent holding that the burden of proof "rests entirely with the movant."

"But at the very least, enjoining Van Keppel from making any public statements without prior approval is not an injunction narrowly tailored to address any irreparable harm resulting from some future breach of contract by Van Keppel," Judge Kobes wrote. Judge Kobes would have vacated the injunction.

The appeal was submitted on Sept. 24, 2026. The affirmance leaves the injunction in place. The majority did not decide whether a narrower order would suffice, writing that the district court "is in the best position to answer, in the first instance, the fact-intensive question of whether a narrower injunction is feasible."

The case is Cemen Tech, Inc. v. G.W. Van Keppel Company, No. 26-1632, in the U.S. Court of Appeals for the Eighth Circuit.