La Belle Dairy, LLC v. Sharpe Holdings, Inc.

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MISSOURI

NORTHERN DIVISION

LA BELLE DAIRY, LLC, )

)

Plaintiff, )

)

v. ) No. 2:25-CV-14 HEA

)

SHARPE HOLDINGS, INC., et al., )

)

Defendants. )

ORDER GRANTING TEMPORARY RESTRAINING ORDER

This matter is before the Court on Plaintiff La Belle Dairy LLC’s (“La

Belle”) Motion for Temporary Restraining Order and Preliminary Injunction

against Defendants Sharpe Holdings, Inc. (“Sharpe Holdings”) and Charles N.

Sharpe, Jr. Foundation (the “Sharpe Foundation”) (collectively “Defendants”).

(ECF No. 7). La Belle seeks an injunction prohibiting Defendants from evicting

La Belle from 4,890 acres of land in Lewis and Knox Counties owned by

Defendants and leased to La Belle under a lease agreement as amended and

executed by the parties in 2020. Defendants have filed opposition to the Motion.

On March 24, 2025, the undersigned held a hearing and heard oral argument

on La Belle’s Motion for Temporary Restraining Order. After considering the

parties’ arguments and reviewing the Complaint and attachments thereto, the

Motion for Temporary Restraining Order and its supporting memorandum and

exhibits, Defendants’ Response in Opposition to the Motion to Temporary

Restraining Order and the exhibits attached thereto, the Declarations of Ian A.J.

Pitz and Deric DuQuaine, which were filed on the morning of the hearing, and the

arguments in Defendants’ Motion to Dismiss, the Court finds that the entry of

temporary restraining order preventing eviction of La Belle from the leased land is

necessary and proper in this case. The Court grants La Belle’s Motion for

Temporary Restraining Order against Defendants Sharpe Holdings and the Sharpe

Foundation.

Background

La Belle presented evidence, by way of declarations and exhibits, that La

Belle owns a dairy operation in La Belle, Missouri. To operate its dairy, La Belle

currently leases 4,890 acres of land owned by Defendants that is adjacent to La

Belle’s dairy. The leased land is used to raise crops to feed La Belle’s 6,000 head

of dairy cattle. It is also used for land application of manure in accordance with La

Belle’s government-approved nutrient management plan.

On April 30, 2020, La Belle and Sharpe Holdings entered into a Forage

Land Lease with an effective date of January 1, 2020. Defendants leased to La

Belle, and La Belle rented from Defendants land that consisted of approximately

6,100 acres of tillable farmland in Lewis and Knox Counties, Missouri. The Forage

Land Lease provides for three consecutive five-year terms, with an initial term and

two consecutive 5-year renewal terms. The initial term, which ended on January

31, 2025, provided that La Belle would pay rent at $185 per tillable acre for a total

annual rent payment of $1,128,500.00, that was payable to Defendants in monthly

amounts of $94,041.67. (ECF No. 1, Ex. B at 2). Article II of Forage Land Lease

provides the following method by which rents would be determined for the two

renewable terms:

Landlord and Tenant shall establish the new market rate Rent for each

Renewal Term at least four (4) months prior to the end of the then

current Renewal Term, and shall execute a signed, written addendum

to this lease setting forth the new Rent for each Renewal Term. If the

Landlord and Tenant are unable to agree on the new market rate Rent

for a Renewal term, then Landlord and Tenant agree to obtain a third-

party appraiser to establish the new market rate Rent for the particular

Renewal Term.

(Id.)

The Forage Land Lease also has a provision, Article VI, regarding the sale

of the leased premises, which provides that La Belle must purchase, and

Defendants must sell, all of the leased premises under the Forage Land Lease, plus

all additional attached acreage surrounding the lease premises, which included

non-tillable land. (Id. at 4). The Forage Land Lease initially required a purchase

agreement to be executed by October 1, 2020.1 Id.

1The parties had entered into a prior contract in 2017 (the “2017 Forage Contract”) that

afforded La Belle a right of first refusal to purchase the 6,100 acres of land. The 2017 Forage

Contract was terminated by Sharpe Holdings, and the parties entered into the Forage Land Lease.

The Forage Land Lease provides in Article VI that until the 2020 Purchase Agreement is

executed, the provisions of the right of first refusal from the 2017 Forage Contact are

incorporated into and are part of the Forage Land Lease. (ECF No. 1, Ex. B at 4).

La Belle and Defendants executed a First Amendment to Forage Land Lease

(“First Amendment”), with an effective date of September 20, 2020. The scope of

the First Amendment is limited to modification of Article VI of the Forage Land

Lease, which concerns the sale of the leased premises and provides as follows:

6.01. Not later than June 1, 2021, Landlord and Tenant shall enter into

a separate agreement that will provide terms upon which Tenant shall

purchase from Landlord, and Landlord shall sell to Tenant, free and

clear of all liens and encumbrances, the Leased Premises and all

additional acreage surrounding the Leased Premises, consistent with

existing parcel legal descriptions and/or tax parcel descriptions, at fair

market value over the course of up to five years from the

Commencement Date of this Lease (the “2021 Purchase Agreement”).

The Parties acknowledge that the Leased Premises are part of larger

parcels that in certain instances include wooded areas, marshy areas,

and otherwise untillable land, and that the 2021 Purchase Agreement

will contemplate the sale of all such acreage, not just the Leased

Premises. The purchase price shall be negotiated between Landlord

and Tenant to reflect fair market value at the time of closing, and

if Landlord and Tenant are unable to agree on the fair market value of

any parcels of real estate and/or any improvements to be sold under

the 2021 Purchase Agreement, then Landlord and Tenant agree to

obtain a third-party appraiser to establish fair market value. The

obligations of the Parties under this Article VI and under the 2021

Purchase Agreement shall be binding on their respective successors

and assigns.

6.02 Until Landlord and Tenant execute the 2021 Purchase

Agreement, Landlord and Tenant agree that the provisions of the

Right of First Refusal paragraph set forth in the Forage Contract

entered into between Landlord and Tenant on May 24, 2017 (and

attached as Schedule 6.02) are hereby incorporated into and made a

part of this Lease.

(ECF No. 1, Ex. C at 1).

La Belle contends and has presented evidence that it was the intent of the

parties to complete the sale of the leased premises through a series of transactions:

up to five annual purchases of roughly equal acreage each year, at a price to be

determined by the fair market value at the time of purchase. According to the

Complaint and a declaration executed by general counsel of La Belle’s parent

corporation, Deric DuQuaine, the parties discussed the particulars of the five

transactions, broke down the transactions by parcels to be sold, and referred to

them by year: the Year 1, Year 2, Year 3, Year 4, and Year 5 purchases. (ECF No.

7, Ex. 1 at 5).

There is evidence that negotiations concerning Year 1 began in January

2021, and La Belle made a formal proposal for the land purchase. From the

record, it is clear that there were some disagreements, and the parties agreed to

continue to negotiate after June 1, 2021. Finally, on November 18, 2021, La Belle

and Defendants executed the 2021 Purchase Agreement for the purchase of the

Year 1 land, which was approximately 1210 acres, and the parties closed on May

1, 2022. According to La Belle, the parties agreed to extensions for the purchase

agreement and closing. (Id.)

According to allegations in the Complaint and Mr. DuQuaine’s declaration,

in January 2022, the parties had further discussions regarding the purchases for

Years 2-5, but again there were a number of delays. (Id.) There is evidence that

there was a proposed schedule to execute the Year 2 purchase agreement by

October 1, 2022, with a closing date in December 2022 or January 2023. (Id. at 6).

There were negotiations regarding price in September and October 2022, but the

parties were unable to reach an agreement. On November 21, 2022, Mr. DuQuaine

sent Defendants an email offering to work with Defendants to identify a third-party

appraiser under Article VI. The email went unanswered, and on April 4, 2023, La

Belle sent Defendants written notice of default for their failure to comply with

Article VI. (Id. and ECF No. 31 at 2).

On or around November 15, 2023, Defendants informed La Belle that the

Sharpe Foundation had decided not to sell the Year 2 land, or any other land, to La

Belle. There is evidence that on February 23, 2024, La Belle sent Defendants a

second written notice of default for their failure to comply with Article VI. (Id.)

There is evidence in the record that after refusing to sell La Belle the land as

provided for by Article VI of the Forage Land Lease, Defendants proposed

replacing the Forage Land Lease with a new cash rent proposal going forward.

(ECF No. 7, Ex. 1 at 7). The proposal would have begun in 2024 at $295 per acre,

a significant increase in rent, as the Forage Land Lease only contemplated a rent

payment of $185 per acre for 2024. The new lease proposal would be for a three-

year term and would renew for three three-year cycles. No purchase rights were

included in the proposal. (Id.)

The parties did not reach an agreement as to a new cash rent proposal, and

there is also evidence that the parties did not reach agreement as to the amount of

rent for the first renewal term under the Forage Land Lease. (Id.) According to La

Belle, Defendants refused to engage an appraiser as required by the Forage Land

Lease. La Belle presented evidence that on January 17, 2025, Defendants

threatened to lease the land to someone else if La Belle did not agree to their extra-

contractual and increased rent demands. La Belle refused to sign Defendants’

proposed addendum to the Forage Land Lease, which struck La Belle’s purchase

rights and set the rent at Defendants’ preferred rate. (Id.)

In its Complaint, which was filed on January 24, 2025, La Belle alleges

Defendants have breached two articles of the Forage Land Lease. It alleges that

Defendants have breached their obligations under Article VI of the Forage Land

Lease in that after selling one of the parcels, Defendants have “unilaterally

prevented the sale of the remaining land to La Belle.” (ECF No. 1 at 14, ¶ 62). La

Belle also alleges that Defendants breached Article II of the Forage Land Lease

because they have “unilaterally imposed increased and exorbitant rent on La Belle

in a manner inconsistent with Article II of the Forage Land Lease.” (Id. at ¶ 65).

More specifically, La Belle alleges that Defendants have refused to engage a third-

party appraiser to determine the amount of the rent for the first renewal term of the

Forage Land Lease, and instead Defendants have demanded that La Belle sign an

addendum to the Forage Land Lease which is in breach of Article II because the

rent demanded by Defendants is higher than that required by the Forage Land

Lease.

On January 29, 2025, Defendants sent La Belle notice of default of the

Forage Land Lease. (ECF No. 7, Ex 2). Defendants asserted that in September

2024, the parties had reached an agreement as to the terms of the addendum with a

new rent rate of $290.00 per tillable acre, and La Belle refused to execute the

written addendum in violation of Article II of the Forage Land Lease. (Id.) La

Belle responded that Defendant’s proposed addendum contained extra-contractual

provisions that La Belle was under no legal obligation to accept and that

compromised its interests. (ECF No. 7, Ex 3). La Belle stated that it was willing to

sign a “clean addendum” that changes only the amount of rent for the renewal term

to an amount consistent with the fair market value, as determined in accordance

with the Forage Land Lease. (Id. at 3). La Belle further stated that it would make

payments of rent in the amount of $290 per acre, pending appraisal of the

property’s fair market value in accord with the dispute resolution provisions of the

Forage Land Lease. (Id.)

On March 4, 2025, Defendants notified La Belle that it continued to be in

breach of the Forage Land Lease, and because La Belle had not signed the

Defendant’s written addendum setting, among other things, the new rate for rent

for the renewal term, La Belle had not cured its breach. (ECF No. 7, Ex 4).

Defendants stated that pursuant to Article XI of Forage Land Lease, it was

terminating the lease, and they demanded that La Belle vacate the leased premises

within 30 days. (ECF No. 7, Ex 4 at 3). Defendants further stated that if La Belle

did not vacate within 30 days, Defendants would pursue eviction proceedings.

(Id.)

It appears to be undisputed that La Belle has timely made all rent payments

required of it during the initial term if the Forage Land Lease, and following the

initial term, it has paid Defendants rent at the raised amount of $290 per tillable

acre.

According to a declaration executed by Mr. DuQuaine, without the leased

acres, La Belle would be unable to meet the feed requirements of its dairy herd and

its ability to apply manure pursuant to its federally required nutrient management

plan would be compromised, leading to the risk of a significant environmental

hazard. (ECF No. 7, Ex 1). Mr. DuQuaine further attests that without the leased

land, La Belle would be unable to satisfy its obligation to its customers and

affiliates, as well as its legal obligations to regulatory agencies, resulting in loss to

La Belle’s reputation and goodwill. (Id.)

Temporary Restraining Order Standard

In determining whether to issue a temporary restraining order, the Court

must consider four factors: (1) the likelihood the moving party will succeed on the

merits, (2) the threat of irreparable harm to the moving party; (3) the balance

between this harm and the injury that granting the injunction will inflict on other

parties; and (4) the public interest. Kroupa v. Nielsen, 731 F.3d 813, 818 (8th Cir.

2013); see also Dataphase Sys., Inc. v. C L Sys., Inc., 640 F.2d 109, 113 (8th Cir.

1981) (en banc)). The inquiry is “whether the balance of equities so favors the

movant that justice requires the court to intervene to preserve the status quo until

the merits are determined.” Dataphase Systems, Inc., 640 F.2d at 113.

The likelihood of success is the most important factor. Roudachevski v. All-

Am. Care Centers, Inc., 648 F.3d 701, 706 (8th Cir. 2011). This factor directs

courts to ask whether the party requesting a preliminary injunction has a “fair

chance of prevailing.” Planned Parenthood Minnesota, N. Dakota, S. Dakota v.

Rounds, 530 F.3d 724, 732 (8th Cir. 2008) (en banc). Even when a plaintiff has a

strong claim on the merits, however, “[f]ailure to demonstrate irreparable harm is a

sufficient ground to deny a preliminary injunction.” Phyllis Schlafly Revocable Tr.

v. Cori, 924 F.3d 1004, 1009 (8th Cir. 2019) (quoted case omitted). “Irreparable

harm occurs when a party has no adequate remedy at law, typically because its

injuries cannot be fully compensated through an award of damages.” Gen. Motors

Corp. v. Harry Brown’s, LLC, 563 F.3d 312, 319 (8th Cir. 2009). The moving

party bears the burden to establish the need for injunctive relief. Chlorine Inst.,

Inc. v. Soo Line R.R., 792 F.3d 903, 914 (8th Cir. 2015).

Discussion

In its motion, La Belle asks the Court to enjoin Defendants from taking any

action to evict or otherwise interfere with La Belle’s possession of the 4,890 acres

of land that are the leased premises under the Forage Land Lease. The Court will

first address La Belle’s likelihood of success. Following argument at the hearing

and upon review of the record, the Court is satisfied that at this stage La Belle has

presented enough evidence to show La Belle is likely to succeed on the merits with

respect to at least one if not both of its claims for breach of contract.

In a diversity action such as this, state law governs the rules for construing

contractual agreements. Orion Fin. Corp. of S. Dakota v. Am. Foods Grp., Inc.,

281 F.3d 733, 738 (8th Cir. 2002). The parties agree that Missouri law governs

this action. In determining the scope of Missouri law, the Court is bound by the

decisions of the Missouri Supreme Court, although decisions from the Missouri

Court of Appeals are also relevant and “must be followed when they are the best

evidence of Missouri law.” Taylor v. St. Louis Cnty. Bd. of Election Comm'rs, 625

F.3d 1025, 1027 and 1028, n.2 (8th Cir. 2010) (citation and quotation omitted).

Under Missouri law, the elements of a breach of contract action are: “(1) the

existence and terms of a contract; (2) that plaintiff performed or tendered

performance pursuant to the contract; (3) breach of the contract by the defendant;

and (4) damages suffered by the plaintiff.” Keveney v. Missouri Mil. Acad., 304

S.W.3d 98, 104 (Mo. 2010) (en banc). A plaintiff must “identify which rights or

obligations [the defendant] breached under the contract in order to establish a

claim for breach of contract.” Lucero v. Curators of Univ. of Missouri, 400

S.W.3d 1, 5 (Mo. Ct. App. 2013) (quotation and citation omitted). Here, La Belle

has identified two contract terms it alleges Defendants have breached – Article VI,

sale of the leased premises, and Article II, setting the rate of rent for first renewal

term.

With regard to Article VI, Defendants argue the terms of this provision are

not enforceable because Article VI is merely an agreement to agree at sometime in

the future, which is a nullity under law. Jenks v. Jenks, 385 S.W.2d 370, 376 (Mo.

App. 1964). Defendants argue that Article VI leaves a number of the terms for the

purchase of the lease property undefined, such as price, the description of the land,

and the time of sale and, therefore, it is unenforceable. Citing to Green Street 2900

Investors, LLC v. St. Louis Woodworks, Inc., 654 S.W.3d 380, 389 (Mo. Ct. App.

2022), Defendants argue that Article VI is not enforceable as a contract because

there is nothing in its provisions that requires Defendants to sell to La Belle a

specific parcel of property by a specific time for a specific amount of money.

In general, courts do not create contracts for the parties where there is no

evidence of a meeting of the minds as to essential terms. See United States v.

518.77 Acres of Land, More or Less, Situate in Henry Cnty., State of Mo., 545 F.

Supp. 1246, 1247 (W.D. Mo. 1982). “If the parties have reserved the essential

terms of the contract for future determination, there can be no valid agreement.”

Harrell v. Mercy Health Servs. Corp., 229 S.W.3d 614, 619 (Mo. Ct. App. 2007)

(emphasis added) (quoted case omitted). Here, La Belle argues that all the

essential, material terms are present in Article VI as amended in the First

Amendment.

The Court agrees with Defendants that price is an essential term of a contract.

It must be sufficiently definite and ascertainable from the agreement. Sedmak v.

Charlie's Chevrolet, Inc., 622 S.W.2d 694, 697 (Mo. Ct. App. 1981). To that end,

Missouri courts require that an agreement must either set the price or provide a

method to ascertain the price. Dierker Assocs., D.C., P.C. v. Gillis, 859 S.W.2d 737,

743 (Mo. Ct. App. 1993). While the price for the sale of the leased premises and all

the surrounding acreages is not set out in Article VI of the Forage Land Lease as

amended, Article VI does provide a method by which to determine price – the parties

are to agree as to a fair market price and if the parties are unable to agree, a third-

party appraiser shall establish a fair market price. The Court further finds that the

method to determine price in the Forage Land Lease as amended by the First

Amendment is sufficiently definite. K.C. Air Cargo Servs., Inc. v. City of Kansas

City, 523 S.W.3d 1, 7 (Mo. Ct. App. 2017). The agreement for sale of leased

premises does not fail for lack of price. Id.; see also Dierker Associates, D.C., P.C.,

859 S.W.2d at 743.

As for the description of the land, the Court finds that the land is sufficiently

described in Article VI to be the Leased Premises as defined by the Forage Land

Lease, and “all additional acreage surrounding the Leased Premises consistent with

existing parcel legal descriptions and/or tax descriptions.” (ECF No. 1, Ex. C at 1).

With regard to time of performance, Article VI provides that the sale of the land is

to take place over the course of up to five years from the date of the

commencement date of the Forage Land Lease, which commenced on January 1,

2020. Further, La Belle has provided evidence from which a finder of fact may

conclude that either the parties have waived this time schedule or that Defendants

have stymied and prevented performance of the contract – the sale of all the land –

within the agreed upon timeline in Article VI as amended. Sassenrath v.

Sassenrath, 657 S.W.2d 671, 674 (Mo. Ct. App. 1983). Based on the record before

the Court, Defendants’ argument that Article VI is merely an agreement to agree in

the future is without merit.

Defendants also argue that La Belle is not likely to succeed on the merits

because it is precluded from bringing its breach of contract claims because the

company failed to comply with the notice of default and cure provision of the

Forage Land Lease and, thus, it has not met a condition precedent.

“A condition precedent is an act or event that must exist or occur before a

duty to perform arises.” See In re Marriage of Busch, 310 S.W.3d 253, 265 (Mo.

Ct. App. 2010); see also Vantage Credit Union v. Chisholm, 447 S.W.3d 740, 746

(Mo. Ct. App. 2014). Article XI of the Forage Land Lease does provide that “[i]n

the event of default by Landlord … Tenant shall provide written notice of such

default and Landlord shall have thirty (30) days thereafter to cure such default.”

(ECF No. 1, Ex. B at 8). Further, “[i]f such default is not cured within said grace

period, Tenant may … terminate this Lease upon notice to Landlord and/or seek

any other remedy available at law or in equity.” (Id.) To the extent Article XI is

condition precedent to bringing suit under Missouri law, 2 La Belle has presented

evidence from which a finder of fact could conclude that La Belle did notify

Defendants of their alleged breach of the Forage Land Lease and provided them

with time to cure, at least with regard to Defendants’ alleged breach of the

provisions in Article VI for the sale of the leased land.

On the current record, the Court finds La Belle has shown that it is likely to

succeed on the merits as to at least one of its claims for breach of the Forage Land

Lease, if not both. La Belle has shown that there is evidence that Defendants failed

to perform under Article VI of the Forage Land Lease as amended in that there is

evidence that Defendants hindered or prevented the sale of the leased premises and

all the surrounding acres, despite La Belle being ready and willing purchase the

land. La Belle has also shown that there is evidence that the parties have failed to

reach an agreement as to the rate of rent for the first renewal term under Article II

of the Forage Land Lease, and there have been no efforts to obtain the new market

rate from a third-party appraiser.

2Defendants state in their Memorandum in Support of their Motion to Dismiss that

Missouri courts “strictly enforce” notice-and-cure provisions as conditions precedent to

exercising remedies for beach. In support of this assertion, Defendants cite to and quote

language from State ex rel. Nixon v. Prudential Health Care Plan, Inc., No. 4:00-CV-8 ERW,

2000 WL 33952262, at *4 (E.D. Mo. June 28, 2000). This case, however, relied on a federal

district court case interpreting Maryland law, Choice Hotels International, Inc. v. Madison

Three, Inc., 83 F. Supp. 2d 602, 608 (D. Md. 2000), and a federal district court case interpreting

New York law. Sauer v. Xerox Corp., 17 F. Supp. 2d 193, 197 (W.D.N.Y. 1998). See also Allied

Servs., LLC v. Smash My Trash, LLC, No. 21-CV-00249-SRB, 2024 WL 2842633, at *45 (W.D.

Mo. May 16, 2024) (citing State ex rel. Nixon, 2000 WL 33952262 for Missouri law on notice

and cure). The Court has found scant Missouri case law applying notice and cure provisions as

conditions precedent in agreements involving real property.

The Court now turns to the remaining Dataphase factors and finds that they

also weigh in favor of issuing a temporary restraining order. With regard to

irreparable harm, the Eighth Circuit Court of Appeals has recognized that

“monetary relief fails to provide adequate compensation for an interest in real

property, which by its very nature is considered unique.” O’Hagan v. United

States, 86 F.3d 776, 783 (8th Cir. 1996). La Belle has shown that the property at

issue in this case is particularly unique in that it is adjacent to La Belle’s dairy

operations. La Belle has presented evidence that if evicted it would suffer harm,

including loss of business goodwill, that cannot be remedied through an award of

money damages. Defendants have threatened to go forward with eviction

proceedings after April 3, 2025, and there is no evidence that replacement land is

available, let alone on such short notice. In the event of eviction, La Belle would

have no land to plant crops in order to feed and sustain its herd of dairy cows, and

it would not be able to find new property that would allow La Belle to spread the

manure that is currently contained in its manure lagoon storage facilities. In short,

La Belle has shown that it would suffer irreparable injury if the status quo is not

maintained. Com. Credit Grp., Inc. v. Ray Cnty. Equip. Leasing, LLC, No. 11-

00947-CV-W-GAF, 2011 WL 13233860, at *3 (W.D. Mo. Sept. 22, 2011) (“there

is a threat of irreparable harm or injury to Plaintiff absent a temporary restraining

order preventing Defendant from leasing, selling, or otherwise transferring,

removing, misusing, or damaging the [property]”). See also Whole Foods Mkt.

Grp., Inc. v. Wical Ltd. P’ship, 288 F. Supp. 3d 176, 188 (D.D.C. 2018) (“[A]

tenant’s right to possession of a property is irreparable, given that property ‘tends

to have unique characteristics’”).

The Court further finds that Defendants will suffer little to no harm if an

injunction is entered. Defendants are being paid rent at the elevated rate of $290 a

tillable acre on a lease that is renewable through January 2035. And aside from the

parties’ disputes over the sale of the land and the proposed addendum setting rent

for the renewal term, Defendants presented no evidence that Plaintiff has otherwise

breached or defaulted on the Forage Land Lease.

Finally, the Court finds that entering an injunction precluding eviction serves

the public interest. La Belle’s dairy operation is in La Belle, Missouri, and if

evicted from the leased property, which is adjacent to its dairy operation, there is a

risk that La Belle would no longer be able to comply with its government-approved

nutrient management plan, as it would have nowhere to spread the manure

generated by its large herd of dairy cows.

In sum, the Court finds that a temporary restraining order is necessary and

proper in light of the balance among the irreparable harm to La Belle, the relatively

less-significant harm that the temporary injunction may inflict on Defendants, and

the public interest in continued compliance with environmental regulations.

Therefore, upon careful consideration of all the Dataphase factors, the Court will

grant La Belle’s request for a temporary restraining order against Defendants based

on La Belle’s claims for breach of contract. La Belle will be required to give

security in the amount of $300,000 to pay the costs and damages sustained by

Defendants in the event they are later found to have been wrongfully restrained.

See Fed. R. Civ. P. 65(c).

Accordingly,

IT IS HEREBY ORDERED that Plaintiff La Belle Dairy, LLC’s motion

for a temporary restraining order against Defendants Sharpe Holdings, Inc. and the

Charles N. Sharpe, Jr. Foundation is GRANTED. [ECF No. 7].

IT IS FURTHER ORDERED that pending this Court’s issuance of a

ruling with respect to Plaintiff’s request for a preliminary injunction, Defendants

Sharpe Holdings, Inc. and the Charles N. Sharpe, Jr. Foundation are enjoined and

restrained from directly, on their own or on behalf of, or in conjunction or concert

with, any employee, agent, director, officer, shareholder, associate, partner,

manager, advisor, independent contractor, proprietor, consultant, or in any

capacity, taking any action to evict or otherwise interfere with La Belle Dairy,

LLC’s possession of the Leased Premises as defined by the Forage Land Lease and

the amendments thereto.

IT IS FURTHER ORDERED that Plaintiff La Belle Dairy, LLC’s shall

post security in the amount of Three Hundred Thousand Dollars ($300,000) with

the Clerk of the Court by March 31, 2025, in cash or through a Court-approved

surety. See Fed. R. Civ. P. 65(c).

Dated this 25 day of March, 2025.

HENRY EDWARD AUTREY

UNITED STATES DISTRICT JUDGE

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