# Opinion

> District Court, E.D. Louisiana · April 10, 2026

URL: https://www.frixlaw.com/law-library/cases/11311820

## Case

- **Full name:** Western Motorcoach, Inc. v. American Safety, LLC, et al.
- **Court:** District Court, E.D. Louisiana
- **Decided:** April 10, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11311820

## How later opinions describe it (automated extraction)

- declining to address the remaining elements necessary to obtain a preliminary injunction after finding that plaintiff failed to show a substantial likelihood of success on the merits

## Opinion text

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA

WESTERN MOTORCOACH, INC. CIVIL ACTION

VERSUS NO. 26-397

AMERICAN SAFETY, LLC, et al. SECTION “G”(3)

ORDER AND REASONS
Before the Court is Plaintiff Western Motorcoach, Inc.’s (“Western”) Motion for
Preliminary Injunction.1 Western seeks a preliminary injunction against Defendants American
Safety LLC (“AMS”), American Safety Transit, LLC (“AST”), Anaken Holdings, LLC
(“Anaken”), Western Motorcoach, LLC, and Kenneth Begovich (collectively, the “Begovich
Entities”).2 Western is a bus transportation company based in Houston, Texas. This case arises
from the failed acquisition of Western by Defendant Kenneth Begovich, and interim business
dealings between Western and Mr. Begovich. Western brings numerous claims against the
Begovich Entities, and Defendants Jason Cash, The Bus Coach, LLC, and Charabanc, LLC.3
However, Western focuses on two claims against the Begovich Entities in the instant motion––
breach of fiduciary duty and breach of a Non-Disclosure Agreement.4 Western moves for a

1 Rec. Doc. 1.
2 Id.
3 Rec. Doc. 3.
4 Rec. Doc. 1-2 at 9. In the motion for a preliminary injunction, Western also discusses the substantial
likelihood of success on the merits of its misappropriation of trade secrets claim. However, Western did not present
any argument on that claim at the preliminary injunction hearing. Western also did not brief the trade secret’s claim
in its Proposed Findings of Fact and Conclusions of Law. Rec. Doc. 40. Therefore, the Court does not address the
trade secrets claim.
preliminary injunction against the Begovich Entities.5 The Begovich Entities oppose the motion.6
A hearing on a motion for temporary restraining order was held on February 26, 2026.
There, the parties agreed to eight stipulations to maintain the status quo, until the preliminary
injunction hearing. On March 5, 2026, and March 6, 2026, the Court held an evidentiary hearing

and oral argument on the Motion for Preliminary Injunction.7 Considering the motion, the
memoranda in support and in opposition, the record, the applicable law, and the evidence presented
during the hearing, the Court denies the motion. This Order serves as the Court’s findings of fact
and conclusions of law.
I. Procedural Background
On February 24, 2026, Western filed a Motion for a Temporary Restraining Order and
Preliminary Injunction in this Court, but Western failed to file a Complaint.8 On February 25,
2026, Western filed the Complaint and the case was randomly allotted to this Section.9 The Court
held a hearing on the temporary restraining order on February 26, 2026.10 During the TRO hearing,
the parties entered eight stipulations, which they agreed would remain in effect until a March 5,

2026, Preliminary Injunction Hearing.11 Therefore, the Court denied the motion for a temporary

5 Rec. Doc. 1. The instant motion seeks injunctive relief against all Defendants, but during oral argument
Western withdrew its request for injunctive relief against Defendants Jason Cash, The Bus Coach, LLC, and
Charabanc, LLC.
6 Rec. Doc. 7.
7 Rec. Docs. 27, 28.
8 Rec. Doc. 1.
9 Rec. Docs. 2, 3.
10 Rec. Doc. 10.
11 Rec. Docs. 6, 13. At the TRO hearing Western confirmed that it was not seeking injunctive relief against
Cash Defendants.
restraining order in lieu of the stipulations.12
The Court held an evidentiary hearing and oral argument on the motion for preliminary
injunction from March 5, 2026, to March 6, 2025.13 On March 19, 2026, Western and the Begovich
Entities both submitted proposed findings of fact and conclusions of law.14

II. Findings of Fact
1. Western is a Houston-based motorcoach charter bus company.15
2. Western is a closely held entity whose sole shareholder is Hoa Bao.16
3. Harry Bao is Hoa Bao’s son and has worked at Western for approximately nine years,
during which time he has handled Western’s day-to-day operations as its Director of
Operations.17
4. In early 2025, Mr. Begovich initiated discussions with Western about a potential
acquisition of Western’s business.18
5. Prior to these discussions Western maintained a fleet of approximately 55 vehicles,
employed approximately 100–125 people, and allegedly generated $12–15 million in

annual revenue.19
6. On or about April 16–17, 2025, the parties executed a Confidentiality and Non-Disclosure

12 Rec. Doc. 6.
13 Rec. Docs. 27, 28.
14 Rec. Docs. 39, 40.
15 Mar. 5, 2026, PI Hearing Tr. at 8:16–17.
16 Rec. Doc. 1-3 at 1.
17 Id.
18 Mar. 5, 2026, PI Hearing Tr. at 52:2–10.
19 Id. at 50:3–13.
Agreement (“NDA”) to facilitate due diligence for a possible acquisition.20
7. The NDA states that the parties “expect to commence commercial discussions regarding a
proposed transaction.”21
8. The NDA Section 1 defines “Confidential Information” as information exchanged “in
connection with the Proposed Transaction.”22

9. The NDA further states that confidential information may be used “only for the purpose of
evaluating, negotiating, or fulfilling the terms of the Proposed Transaction and for no other
purpose.”23
10. Western disclosed financial records, customer lists, driver information, and operational
data.24
11. The NDA does not contain a non-compete provision.25
12. The NDA provides that it “does not create and is not evidence of a joint venture,
partnership, agency or other similar relationship between the Parties,” that “nothing herein
or otherwise will restrict either Party or its affiliates from competing with the other Party

and its affiliates,” “there is no fiduciary relationship or other implied obligation,” and that
“nothing in this Agreement creates any exclusive dealing arrangement between the Parties
and their affiliates.”26

20 Pl.’s Ex. 1.
21 Id. at 2.
22 Id.
23 Id. at 4.
24 Mar. 5, 2026, PI Hearing Tr. at 54:1–15.
25 Pl.’s Ex. 1.
26 Id. at 7.
13. Section 11 of the NDA provides that, “the Disclosing Party may suffer irreparable injury if
the Receiving Party or any of its Representatives were to violate any provision of this
Agreement.”27
14. The NDA does not provide that either party is entitled to equitable relief (specifically
injunctive relief) for breach of contract.28

15. Prior to Mr. Begovich’s engaging in discussions with Western, Western was experiencing
financial difficulties affecting operational obligations, such as insurance and payroll and
including, but not limited to, significant outstanding tax liabilities, including unpaid payroll
taxes for an extended period; and a materially impaired fleet with a number of its buses not
in service.29
16. The parties understood and contemplated that an acquisition of Western, if agreed to, would
need to be formalized in a written agreement executed by the parties.30
17. No formalized acquisition, or merger agreement between Western and any entity affiliated
with Mr. Begovich was ever executed.31

18. The parties discussed a purchase of substantially all of Western’s assets wherein Western
would receive approximately $5.7 million net—representing the net value of the company
and equipment—after Defendants paid off all bus notes (total acquisition value allegedly
approximately $20–23 million).32

27 Id. at 5 (emphasis added).
28 Pl.’s Ex. 1.
29 Mar. 6, 2026, PI Hearing Tr. at 151:10–13; 174:23–175:13.
30 Id. at 152:23–153:3.
31 Mar. 5, 2026, PI Hearing Tr. at 62:23–63:3.
32 Mar. 6, 2026, PI Hearing Tr. at 127:3–18.
19. On June 26, 2025, Mervatt Eljaouhari, an attorney representing Mr. Begovich in the
proposed transaction, emailed Harry Bao outlining a proposed interim structure consisting
of a management agreement, a capital infusion secured by a promissory note, and related
corporate documents until such a time as a purchase agreement could be drafted and a
closing could occur.33

20. On June 30, 2025, Harry Bao responded to Ms. Eljaouhari’s email stating Western was
“comfortable moving forward” with that proposed structure, including a management
agreement permitting Mr. Begovich and his entities to assume Western’s day-to-day
operations in exchange for a capital infusion secured by a promissory note.34
21. Harry Bao was aware Ms. Eljaouhari did not represent him or Western.35
22. Harry Bao knowingly and voluntarily, with full understanding of the possible
consequences, chose to negotiate and enter into these agreements without his own attorney.
In fact, he did negotiate better terms for Western and himself on various occasions during
the proposed acquisition.36

23. Harry Bao did not immediately execute the agreements.37
24. On July 3, 2025, at 8:04 AM, Ms. Eljaouhari emailed documents to Harry Bao with the
instruction, “We need these documents turned around to us by 8:30 in the morning in order
to keep the wire in place.”38

33 Pl.’s Ex. 2.
34 Id.
35 Mar. 5, 2026, PI Hearing Tr. at 83:13–20. Mar. 6, 2026, PI Hearing Tr. at 138:20–139:12.
36 Mar. 6, 2026, PI Hearing Tr. at 138:20–229:18–230:8.
37 Pl.’s Ex. 2.
38 Pl.’s Ex. 3.
25. The documents included Hoa Bao’s resignation as Director and Secretary, a unanimous
consent appointing Begovich as President, Director, and Secretary, a $300,000 promissory
note personally guaranteed by Hoa Bao and Linh Hua, a stock pledge of 100% of Western’s
shares, and amended bylaws for Begovich’s execution as incoming President.39
26. Western signed and returned the documents.40

27. No management agreement existed between Western and Anaken Holdings, LLC wherein
operational control of Western would have been transferred to Mr. Begovich, because Mr.
Begovich never executed any such agreement. Harry Bao’s prior sworn statement to the
contrary is incorrect.41
28. By August 2025, the parties were no longer discussing a full acquisition of Western, but
rather something more like an asset purchase agreement.42
29. Eventually, Mr. Begovich informed Western that the acquisition was no longer going
forward.43
III. Conclusions of Law

Four elements must be proven before a court will issue a preliminary injunction: (1) a
substantial likelihood of success on the merits; (2) a substantial threat of irreparable harm if the
injunction is denied; (3) the threatened injury to the movant outweighs the injury to the nonmovant;
and (4) granting the injunction will not disserve the public interest.44 If the movant fails to meet

39 Mar. 5, 2026, PI Hearing Tr. at 65:1–18. Mar. 6, 2026, PI Hearing Tr. at 238:12–17.
40 Mar. 6, 2026, PI Hearing Tr. at 238:23–239:3.
41 Id. at 165:15–22.
42 Id. at 152:7–19.
43 Mar. 5, 2026, PI Hearing Tr. at 67:9–14.
44 Lake Charles Diesel, Inc. v. Gen. Motors Corp., 328 F.3d 192, 195–96 (5th Cir. 2003) (citing Canal Auth.
v. Callaway, 489 F.2d 567, 572 (5th Cir. 1974)).
its burden regarding any one of the necessary elements, a court need not address the other elements
necessary for granting a preliminary injunction.45 At all times, the burden of persuasion remains
on the movant as to each of these four elements.46
Whether to grant or to deny a preliminary injunction is within the discretion of the trial
court,47 but “[t]he decision to grant a preliminary injunction is to be treated as the exception rather

than the rule.”48 Regardless of whether the request for injunctive relief is granted or denied, Federal
Rule of Civil Procedure 52(a) requires the Court to “state the findings of fact and conclusions of
law that support its action.”49
IV. Analysis
Western asserts that Mr. Begovich breached and continues to breach fiduciary duties owed
to Western as its alleged president, and that the Begovich Entities breached the NDA by allegedly
poaching Western’s employees and soliciting Western’s customers, which the Begovich Entities
allegedly learned of through confidential information disclosed pursuant to the NDA. The Court
addresses each claim in turn.

As an initial matter, the underlying NDA states that, “[t]his agreement, and all claims
hereunder shall be governed by and construed in accordance with the laws of the State of
Louisiana, without giving effect to the principles of conflicts of laws that would require or permit

45 See Roho, Inc. v. Marquis, 902 F.2d 356, 361 (5th Cir. 1990) (declining to address the remaining elements
necessary to obtain a preliminary injunction after finding that plaintiff failed to show a substantial likelihood of success
on the merits); see also Barton v. Huerta, 613 F. App’x 426, 427 (5th Cir. 2015) (“[F]ailure to succeed on any one of
the elements results in a denial of injunctive relief.”).
46 Callaway, 489 F.2d at 573 (vacating an injunction where the district court improperly placed the burden
of persuasion on the defendants to prove the injunction should not be granted, rather than requiring plaintiffs to carry
their burden).
47 Apple Barrel Prods., Inc. v. Beard, 730 F.2d 384, 386 (5th Cir. 1984).
48 Miss. Power & Light, 760 F.2d at 621 (5th Cir. 1985).
49 Fed. R. Civ. P. 52(a)(1), (2).
the application of the laws of any other jurisdiction.”50 As such, the Court shall apply Louisiana
law herein.
A. Likelihood of Success on the Merits
1. Breach of Fiduciary Duties

Western claims that Mr. Begovich breached his fiduciary duties to Western when he caused
or directed the removal of insurance coverage from multiple buses Western owns outright, and
Western asserts it cannot lawfully operate without required insurance.51
To prove a breach of fiduciary duty, the movant must show (1) a fiduciary relationship
between the plaintiff and defendant; (2) the defendant breached his fiduciary duty to the plaintiff;
and (3) the defendant's breach results in injury to the plaintiff or benefit to the defendant.52
Based on the evidence presented at the preliminary injunction hearing, Western has not
shown a likelihood of success on the merits for the breach of fiduciary duty claim. Specifically,
Western has not established that a fiduciary relationship existed between Western and Mr.
Begovich. In fact, the underlying NDA provides, “there is no fiduciary relationship or other

implied obligation of either Party or any of their affiliates with respect to the subject matter hereof
or based on any course of dealing…”53 Moreover, although Plaintiff claims it signed over
management responsibility to Mr. Begovich, the evidence presented during the hearing shows that
Mr. Begovich never executed the management agreement. The lack of a fiduciary relationship
weighs against a finding that Western is likely to prevail on the merits.

50 Rec. Doc. 29-1 at 7.
51 Mar. 5, 2026, PI Hearing Tr. at 23:11–14. Mar. 6, 2026, PI Hearing Tr. at 128:18–129:3.
52 Navigant Consulting, Inc. v. Wilkinson, 508 F.3d 277, 283 (5th Cir. 2007).
53 Rec. Doc. 29-1 at 7.
2. Breach of NDA
Western asserts that Begovich Entities breached the NDA by allegedly poaching Western’s
employees and soliciting Western’s customers, which the Begovich Entities allegedly learned of
through confidential information disclosed pursuant to the NDA. Like any breach of contract, a

cause of action for breach of a non-disclosure agreement requires proof by a preponderance of the
evidence that: (1) defendant owed him an obligation; (2) defendant failed to perform the
obligation; and (3) defendant's failure to perform resulted in damage to the plaintiff.54
However, the NDA at issue does not contain an express non-compete or non-solicitation
provision. The plain language of the NDA governs only the use and disclosure of confidential
information, it does not prohibit recruiting or hiring of Western’s employees. Accordingly, on the
present record, Western has not demonstrated a substantial likelihood of success on its breach of
NDA claim.
B. Irreparable Harm
Western asserts that it will suffer irreparable injury if Mr. Begovich is allowed to solicit

customers from Western’s customer list, which was allegedly disclosed under the NDA. Western
argues that this amounts to a breach of the NDA. Western claims that Section 11 of the NDA
allegedly acknowledges that a breach “will cause irreparable harm for which monetary damages
are an inadequate remedy” and allegedly entitles the disclosing party to “seek injunctive relief and
specific performance.” Western also alleges it faces injuries including harm to its credit, loss of
customers, employee departures, and greater difficulty in obtaining insurance coverage.

54 Hayes Fund for the First United Methodist Church of Welsh, L.L.C. v. Kerr–McGee Rocky Mt., L.L.C., 14-
2592 (La. 12/8/15), 193 So.3d 1110, 1115; Mouton v. Generac Power Sys., 14-350 (La. App. 3 Cir. 11/5/14), 152
So.3d 985, 997.
Collectively, Western argues that these consequences amount to permanent irreparable injury to
its market position due to the loss of customer relationships, goodwill, and harm to its credit
score.55
“In general, a harm is irreparable where there is no adequate remedy at law, such as
monetary damages.”56 Where a district court has determined that a meaningful decision on the

merits would be impossible without an injunction, “the district court may maintain the status quo
and issue a preliminary injunction to protect a remedy, including a damages remedy, when the
freezing of the assets is limited to the property in dispute or its direct, traceable proceeds.”57 The
Fifth Circuit has opined that “loss of business opportunities, goodwill, customer relations, and
erosion of market position are potentially irreparable injuries warranting injunctive relief.”58
Particularly, the Fifth Circuit has recognized that a “finding of irreparable harm is appropriate even
where economic rights are involved,” when calculating the dollar value of the loss is especially
difficult or speculative such as the damage to the goodwill of customers.59 This type of reputational
injury may be used to establish irreparable harm, “but the showing of injury must be more than

speculative.”60
Western claims to have lost several contracts due to the Begovich Entities’ actions
including, a contract with a company called Anthony Travel and a FIFA contract worth

55 Mar. 5, 2026, PI Hearing Tr. at 21:2–16, 22:8–16, 40:11–14.
56 Janvey v. Alguire, 647 F.3d 585, 600 (5th Cir. 2011) (citing Deerfield Med. Ctr. v. City of Deerfield Beach,
661 F.2d 328, 338 (5th Cir. 1981)).
57 Id. (citing Productos Carnic, S.A. v. Cent. Amer. Beef & Seafood Trading Co., 621 F.2d 683, 686–87 (5th
Cir. 1980)).
58 Tribal Sols. Grp., LLC v. Valandra, No. 23-60233, 2023 WL 7314308, at *2 (5th Cir. Nov. 6, 2023).
59 Allied Mktg. Grp., Inc. v. CDL Mktg., Inc., 878 F.2d 806, n.1 (5th Cir. 1989).
60 Tribal Sols. Grp., LLC, 2023 WL 7314308, at *2.
approximately $1.5 million.61 At the preliminary injunction hearing, Western offered a letter from
AMS, drafted at Mr. Begovich’s direction, which assured its customer, Anthony Travel, that it
would continue to receive services by Western while AMS was in the process of acquiring
Western.62 Harry Bao testified that he requested the letter from Mr. Begovich to ensure Anthony
Travel paid Western for services rendered.63 However, Western provides no evidence, aside from

Harry Bao’s testimony, to support its assertion that it has lost business since the acquisition
discussions began, much less that such a loss was caused by the Begovich Entities’ actions. Even
if Western could establish that it will suffer injury to the goodwill of its customers, the dollar value
of such damages here is not speculative. Western admitted that as recently as January 2026, it was
prepared to be acquired by the Begovich Entities for approximately $5.7 million, plus the cost to
pay off many of the loans encumbering Western’s buses.64 Specifically, Harry Bao testified that
he believed that the Begovich Entities were going to provide approximately $22-$23 million in
funding to acquire Western, and that he expected to receive about $5.7 million after the rest of the
funds went toward paying off some of Western’s loans.65

Turning to the alleged harm to Western’s credit, Western alleges that several of its buses,
which are financed by Atlantic Union Bank and in the Begovich Entities’ possession, are
delinquent, resulting in ongoing harm to Western’s credit.66 The Supreme Court recognizes that,
“[t]he possibility that adequate compensatory or other corrective relief will be available at a later

61 Mar. 5, 2026, PI Hearing Tr. at 16:16–20.
62 Rec. Doc. 29-4.
63 Mar. 5, 2026, PI Hearing Tr. at 75:1–19; Mar. 6, 2026, PI Hearing Tr. at 180:14–181:22.
64 Mar. 6, 2026, PI Hearing Tr. at 127:3–16.
65 Id. at 127:11–18.
66 Mar. 5, 2026, PI Hearing Tr. at 15:4–18.
date, in the ordinary course of litigation, weighs heavily against a claim of irreparable harm.”67
Further, courts routinely hold that harm to a party’s credit score does not amount to irreparable
damage to goodwill, when that party has made only conclusory assertions that its reputation will
be impacted.68 Thus, Western had not met its burden of establishing that the alleged credit harm

amounts to irreparable harm.
Western’s goal at the outset of this derailed business acquisition was to eventually transfer
ownership in all of its assets to the Begovich Entities for a net value of approximately $5.7 million.
In the Complaint, Western seeks over $18 million in damages.69 Thus, if Western is successful at
trial in obtaining these monetary damages, it will be in as good or better position as it would have
been in if the acquisition had closed. Accordingly, the Court finds that at this stage of the
proceeding Western has not met its burden of establishing that it will suffer irreparable harm if the
preliminary injunction is not issued, because a successful trial on the merits could yield it the
amount of money it originally sought, plus whatever additional compensable damages may arise
through litigation.

C. Balance of Harms
Western seeks relief that would effectively prohibit Begovich Entities from employing or
soliciting certain individuals, from soliciting Western’s customers, and from operating using
Western’s name and logos, amongst other relief. Granting such relief would impose restrictions

67 Sampson v. Murray, 415 U.S. 61, 90 (1974).
68 Williams v. Transworld, 25-9527, 2025 WL 3295330, at *2 (N.D. Cal. Nov. 26, 2025); Shelton v. Kilma,
Peters & Daly, P.A., 24-1068, 2025 WL 1311731, at *5 (D. Md. May 6, 2025) (Denying a TRO where the plaintiff
did not show “how continued reporting will cause harm that is distinct from the harm she allegedly already suffered.”);
Williams v. Capital One, N.A., 25-980, 2025 WL 2388683, at *2 (E.D. Cal. Aug. 18, 2025) (holding that credit harm
can be remedied through damages and a subsequent order from the court to remove the disputed debt from the
plaintiff’s credit report).
69 Rec. Doc. 3 at 88.
on Begovich Entities’ business operations that the parties did not agree to in the NDA. An
injunction limiting Begovich Entities’ ability to recruit or retain employees and customers would
risk restricting lawful competition in a manner disfavored under Louisiana law. By contrast, as
stated above, Western’s harm is largely economic in nature and compensable through damages.

Moreover, Western didn’t establish during the preliminary injunction hearing that its loss of
employees or customers was the result of anything done by the Begovich Entities. As a result, the
balance of equities does not favor Western.
D. Public Interest
Louisiana has a strong public policy against restraints on trade. Courts therefore exercise
caution in enforcing agreements or granting relief that restricts competition beyond the express
terms of the contract.70 Granting the requested injunction would effectively create a non-
solicitation and non-competition restriction where none exists in the parties’ agreement, running
counter to Louisiana’s public policy. Accordingly, the Court finds that the public interest would
not be served by the issuance of a preliminary injunction in this case.

V. Conclusion
For the reasons stated herein, the Court finds that Western has not carried its burden, at this
stage of the proceeding, of demonstrating entitlement to the extraordinary remedy of a preliminary
injunction.
Accordingly,

70 See Paradigm Health Sys., L.L.C. v. Faust, 2016-1276 (La. App. 1 Cir. 4/12/17), 218 So. 3d 1068, 1072
(“Historically, Louisiana has disfavored noncompetition agreements. Such agreements are deemed to be against public
policy, except under the limited circumstances delineated by statute.”).
IT IS HEREBY ORDERED that Western’s Motion for Preliminary Injunction”! is
DENIED.
NEW ORLEANS, LOUISIANA, this 10th day of April, 2026.

NANNETTE JOLIV E BROWN
UNITED STATES DISTRICT JUDGE

7 Rec. Doc. 1.
15

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11311820. Public record. Not legal advice.