Opinion

NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

SALIBA INVESTMENT LLC d/b/a J&S

MITSUBISHI,

Plaintiff/Counterclaim- Civil Action No. 26-05112 (GC) (TJB)

Defendant,

OPINION

v.

MITSUBISHI MOTORS NORTH AMERICA,

INC.,

Defendant/Counterclaim

Plaintiff.

CASTNER, District Judge

THIS MATTER comes before the Court upon Defendant/Counterclaim Plaintiff

Mitsubishi Motors North America Inc. (MMNA)’s Motion for a Temporary Restraining Order and

Preliminary Injunction and Plaintiff/Counterclaim Defendant Saliba Investment LLC d/b/a J&S

Mitsubishi (J&S)’s Cross-Motion for a Preliminary Injunction. (ECF Nos. 3, 9.) The Court held

a hearing on the parties’ Motions on July 1, 2026. (ECF No. 19.) The Court has carefully

considered the parties’ submissions and arguments. For the reasons set forth below, and other good

cause shown, MMNA’s Motion for a Temporary Restraining Order and Preliminary Injunction is

GRANTED, and J&S’s Cross-Motion for a Preliminary Injunction is DENIED.

I. BACKGROUND

A. Factual Background1

Defendant/Counterclaim Plaintiff MMNA is a California corporation with its principal

place of business in Tennessee. (ECF No. 3-2 at 1.)2 MMNA is a licensee authorized to use and

protect Mitsubishi trademarks, including the word mark MITSUBISHI (U.S. Reg. No. 0,844,427)

and the three-diamond Mitsubishi design mark (U.S. Reg. No. 0,931,665). (Id. at 2.) It distributes

Mitsubishi brand motor vehicles, parts, and accessories through a network of authorized retail

dealers in the United States. (Id. at 1.) These dealers, in turn, sell Mitsubishi brand products and

provide services, such as warranty repairs, on Mitsubishi brand motor vehicles, parts, and

accessories. (Id.) Frans Jack Vossenberg is the Regional Vice President for the North Region of

MMNA. (Id.) Plaintiff/Counterclaim Defendant J&S was an authorized Mitsubishi dealer and is

a New Jersey limited liability company with its principal place of business in Ewing, New Jersey.

(ECF No. 9-2 at 1.) George Saliba is the Dealer Principal and managing member of J&S. (Id.)

Beginning in 2016, MMNA and J&S entered into a series of dealer agreements, each of

which typically lasted for three years. (ECF No. 3-2 at 2.) By 2023, the parties engaged in several

out-of-court disputes over whether J&S materially breached provisions of those agreements. On

August 18, 2023, MMNA sent J&S a Notice of Material Breach, citing staffing deficiencies, and

demanded that J&S obtain a qualified parts manager, parts counterman, and service writer by

September 15, 2023. (ECF No. 10-1 at 2; see also ECF No. 10-2.) Whether J&S breached the

1 The relevant factual background is drawn from MMNA’s Notice of Removal and the

parties’ submissions related to the pending Motions. (ECF Nos. 1, 3, 9, 10, and 11.)

2 Page numbers for record cites (i.e., “ECF Nos.”) refer to the page numbers stamped by the

Court’s e-filing system and not the internal pagination of the parties.

then-operative dealership agreement, and whether J&S remedied any breach, is disputed by the

parties, (see ECF No. 9-7 at 24; ECF No. 10 at 6), but MMNA did not seek to terminate the

dealership based on this alleged breach.

On January 16, 2024, MMNA and J&S entered into the most recent agreement (the Dealer

Agreement), which authorized J&S to sell and service Mitsubishi vehicles, parts, and accessories

from a location at 1721 North Olden Avenue in Ewing, New Jersey. (ECF No. 3-2 at 2; ECF No.

9-2 at 1-2; see also ECF No. 3-5.) That agreement states that “[a]ny notice of termination by

MMNA shall inform [J&S] of the grounds therefor, and any such notice may be withdrawn if

during the applicable notice period [J&S] cures to MMNA’s satisfaction the condition or conditions

upon which the notice is based.” (ECF No. 3-5 at 55.)

On August 5, 2025, MMNA sent J&S an additional Notice of Breach premised on a

different issue. Specifically, MMNA contended that J&S failed to complete certification

requirements needed to sell Mitsubishi’s Outlander Plug-In Hybrid Electric Vehicle (PHEV).

(ECF No. 3-2 at 3; ECF No. 3-6 at 2.) Those requirements included (1) the installation of certain

Electric Vehicle Supply Equipment chargers, (2) the acquisition of special service tools and

equipment, and (3) the completion of PHEV specialist training by dealership employees. (ECF

No. 3-6 at 2.) Because, according to the August 5, 2025 Notice of Breach, J&S failed to satisfy

these requirements, J&S was “not qualified to receive, sell, or service Outlander PHEV model

vehicles.” (Id.) As with the August 18, 2023 Notice of Breach, MMNA did not ultimately seek to

end the dealership relationship.

On October 20, 2025, MMNA sent another Notice of Breach, citing J&S’s failure to

complete the PHEV specialist training—as it did in the August 5, 2025 Notice of Breach—as well

as J&S’s failure to maintain the minimum required inventory of Mitsubishi vehicles outlined in

the Dealership Agreement. (ECF No. 3-2 at 3; ECF No. 3-7 at 2-3.) MMNA demanded that Saliba

meet with Vossenberg during the week of October 27, 2025 to discuss how Saliba intended to cure

the breaches in the Dealership Agreement. (ECF No. 10-1 at 2.) Saliba did not respond to this

demand and, according to Vossenberg, failed to cure the deficiencies identified in the October 20,

2025 Notice of Breach. (Id.)

2.

Because J&S allegedly “did not take timely action necessary to cure the defaults identified”

in the August 5 and October 20, 2025 Notices of Breach, (ECF No. 3-2 at 3), MMNA issued a

Notice of Termination on January 14, 2026, (ECF No 3-2 at 3; ECF No. 3-8). The letter cited three

grounds for termination: “[(1) J&S’s] repeated failure to require personnel to attend and complete

required training; [(2) J&S’s] failure to maintain a minimum inventory of Outlander PHEV

vehicles for sale to retail customers; and [(3) J&S’s] failure to comply with minimum staffing

requirements in its service department.” (ECF No. 3-8 at 3-4.) The Notice of Termination

indicated that MMNA would terminate the Dealer Agreement if J&S did not remedy these asserted

breaches within 60 days of J&S receiving the Notice. (Id. at 4.)3 The Notice also stated that:

until the effective date of termination, MMNA will continue to

conduct business with [J&S] according to the Dealer Agreement,

and MMNA expects [J&S] to fulfill its responsibilities and

obligations under the Dealer Agreement. MMNA further reserves

and does not waive its rights to raise any other breaches of the Dealer

Agreement that may exist now or in the future, and to issue notices

of breach and/or termination pertaining to any such breach.

(Id.)

3 The New Jersey Franchise Protection Act (NJFPA) requires a 60-day notice period before

lawful termination. See N.J. Stat. Ann. § 56:10-5.

3.

On January 15, 2026—the day after MMNA sent the Notice of Termination—Saliba

emailed Vossenberg that J&S (1) had satisfied its training requirements, (2) would be submitting

its allocation requests to fulfill its inventory obligations now that it was eligible to receive

Outlander PHEV Vehicles after completing the trainings, and (3) would fill staff positions by

January 23, 2026. (ECF No. 9-2 at 3; ECF No. 9-4 at 2-3.) Saliba requested that Vossenberg and

MMNA allow J&S “to move forward and demonstrate [its] commitment to the Mitsubishi brand.”

(ECF No. 9-4 at 3.) Saliba asserts it never received a response to this email from Vossenberg or

any other MMNA representative. (ECF No. 9-2 at 3.)

On January 21, 2026, MMNA issued a separate Notice of Material Breach that did not

reference the January 14, 2026 Notice of Termination. (ECF No. 9-2 at 4; ECF No. 9-5). The

January 21, 2026 Notice asserted J&S breached by failing to use its “‘best efforts’ to promote the

sale and service of Mitsubishi vehicles, parts, and accessories.” (ECF No. 9-5 at 3.) The letter

indicated MMA would “work with [J&S] over the next six months in an effort to improve the

performance of [J&S’s] dealership.” (Id.) Saliba declared that as a result of this Notice of Material

Breach, J&S “reasonably believe[d] the [January 14, 2026 Notice of Termination] had been

suspended or withdrawn[.]” (ECF No. 9 at 2.)

Nonetheless, on January 28, 2026, J&S’s General Sales Manager Levent Darkanat sent an

email to MMNA’s District Sales Manager John Strayhorn requesting that the January 14, 2026

Notice of Termination be lifted. (ECF No. 10-4 at 1-2; 10-5 at 2.) In the email, Darkanat wrote

that J&S cured the breaches in the January 14 Notice by (1) complying with the PHEV training

requirements as of January 24, 2026; (2) submitting an allocation request for PHEV vehicles as of

January 16, 2026 to fulfill its inventory obligations now that the trainings were complete; and (3)

hiring and training a Service Advisor and Parts Manager. (ECF No. 10-5 at 2.) Accordingly,

Darkanat “request[ed] written confirmation that the termination action has been lifted.” (Id.)

As for the trainings requirement, MMNA records indicate that J&S registered an individual

named Jonathan Mora on January 19, 2026, and that from January 19 to January 21, 2026, a person

using the login information for Mora completed 18 training modules, including the modules

required to be a qualified Mitsubishi Parts Manager. (ECF No. 10-8 at 2; ECF No. 10-10 at 2-3.)

The records also indicate that J&S registered an individual named Meet Ahir on January 20, 2026,

and that from January 21 to January 22, 2026, a person using login information for Ahir completed

35 training modules including the modules required to be a qualified Mitsubishi Service Writer.

(ECF No. 10-8 at 3; see also ECF No. 10-11 at 2-3.) The records demonstrate that the login

credentials for both of these employees have not been used since the respective trainings were

completed. (ECF No. 10-8 at 3.) MMNA Senior Manager Jack Freeman declared that the activity

for these accounts “appears unusual, would have required many hours to complete, and would

have precluded that person from doing any other working during this period.” (ECF No. 10-8 at

1, 3.)4

As for the inventory deficiencies, MMNA fulfilled J&S’s allocation request—which was

predicated on the completion of the training requirements—and delivered five Outlander PHEVs

to J&S prior to the asserted effective date of termination. (ECF No. 10-4 at 2.)5

4 When Strayhorn pressed Darkanat about the failure to complete the trainings between

August 2025 and January 2026, Strayhorn asserts that Darkanat told him “‘not to worry’ about

these issues” because “J&S would complete the . . . trainings modules . . . within a short period of

time” and “Darkanat’s brother would be completing the PHEV training modules for him and

another J&S employee.” (ECF No. 10-4 at 2.)

5 On May 5, 2026, Saliba received a text message from Bill Cimino, the owner of J&S’s

competitor Cornerstone Mitsubishi, stating that he received Saliba’s phone number from

Vossenberg and sought to purchase Outlander PHEVs from Saliba. (ECF No. 9-2 at 6.) J&S

Finally, as for staffing deficiencies, Darkanat stated that J&S had “hired a new Service

Advisor and a new Parts Manager,”—Mora and Ahir—and that “[b]oth employees are fully trained

[and] have completed all required testing and certifications.” (ECF No. 10-5 at 2.) However,

Strayhorn declared that he visited J&S on a number of occasions from January 14, 2026 and March

18, 2026 and “did not observe Jonathan Mora filling the Parts Manager position, working at the

parts counter at J&S, or serving in any other customer facing capacity at the dealership.” (ECF

No. 10-4 at 2-3.) And Mora’s LinkedIn indicated that he worked as an Inventory Manager at a

separate J&S entity named J&S Autohaus. (ECF No. 10-6 at 2.) Strayhorn also “did not encounter

Meet Ahir serving in any capacity at J&S, Service Writer or otherwise.” (ECF No. 10-4 at 3.)

Ahir’s Instagram account indicates that he is a buyer at J&S Autohaus. (ECF No. 10-7 at 2.) J&S

offers no competing evidence as to Mora and Ahir. (See generally ECF Nos. 9, 11, 19.)

On February 1, 2026, Vossenberg emailed Saliba noting that Strayhorn received Darkanat’s

January 28, 2026 email but wrote that MMNA would not be rescinding the January 14, 2026 Notice

of Termination until MMNA “confirmed that [J&S] has fully addressed the issues identified in the

[Notice of Termination].” (ECF No. 10-1 at 2; ECF No. 10-3 at 2.) Vossenberg requested that

further communications about the January 14, 2026 Notice of Termination come directly from

Saliba rather than from other J&S employees, noted that he previously sought to meet with Saliba

but Saliba declined, and indicated that a “one-on-one conversation would be helpful.” (ECF No.

10-3 at 2.) Saliba did not respond to this email. (ECF No. 10-1 at 2.)

After 60-days’ notice, on March 18, 2026, MMNA contends that the Dealer Agreement

was terminated. (ECF No. 3-2 at 3.) On March 23, 2026, MMNA provided J&S with a written

contends that this text message “confirms that [J&S] did in fact obtain PHEV inventory after

completing the certification requirements.” (Id. at 7.)

Termination Repurchase Policy and Procedures Letter notifying J&S that the Dealer Agreement

was terminated on March 18 and setting forth J&S’s post-termination obligations. (Id. at 4; ECF

No. 3-9.) Despite the termination, Vossenberg contends that J&S continues to display the

Mitsubishi name and logo at the Ewing dealership location and uses Mitsubishi branding on its

website and social media accounts. (ECF No. 3-2 at 4-6.) But because, according to MMNA, J&S

is an unauthorized dealer, “J&S no longer has access to MMNA’s training updates, technical

service bulletins, or technical support resources for the repair and service of Mitsubishi vehicles,”

which “materially increases the risk of incorrect or incomplete repairs, safety issues, and customer

dissatisfaction.” (Id. at 6.) Further, J&S no longer has “automatic and timely access to MMNA’s

internal systems identifying active safety recalls applicable to Mitsubishi vehicles,” so “J&S does

not know whether a vehicle brought in for routine service is subject to outstanding recalls and

cannot provide that information and those repairs to consumers.” (Id.) Finally, J&S “does not

have access to MMNA’s secure online portal through which it reports new car sales information to

MMNA.” (Id.) As a result, “MMNA does not know who owns vehicles sold by J&S; does not

know to initiate warranty coverage for retail purchasers; and cannot contact those customers with

service updates, recall notifications, and other critical information.” (Id.)

B. Procedural Background

On March 31, 2026—after the alleged termination date—J&S filed a Complaint in the

Superior Court of New Jersey, Mercer County. (ECF No. 1-1.) J&S alleges MMNA violated the

New Jersey Franchise Practices Act (NJFPA), N.J. Stat. Ann. § 56:10-1 et seq., for terminating the

franchise without good cause, (id. ¶¶ 1, 7, 38-49) (Count I), and is entitled to an automatic stay

pursuant to N.J. Stat. Ann. § 56:10-30, (id. ¶ 1, 9). J&S also asserts claims for tortious interference

with prospective economic advantage, (id. ¶¶ 50-55) (Count II), breach of the covenant of good

faith and fair dealing, (id. ¶¶ 56-62) (Count III), breach of contract, (id. ¶¶ 63-69) (Count IV),

negligent misrepresentation, (id. ¶¶ 70-72) (Count V), equitable estoppel and waiver, (id. ¶¶ 73-

77) (Count VI), violation of the NJFPA, N.J. Stat. Ann. § 56:10-5 for defective Notice of

Termination, (id. ¶¶ 78-81) (Count VII), and a declaratory judgment, (id. ¶¶ 82-84) (Count VIII).

On May 6, 2026, before MMNA was served with the Summons or Complaint, MMNA

removed the case to this Court. (ECF No. 1.)6 On that same day, MMNA filed its Answer and

asserted Counterclaims for breach of contract, (ECF No. 2 ¶¶ 46-52) (Count I), unfair competition

under 15 U.S.C § 1125(a) (id. ¶¶ 53-63) (Count II), cybersquatting under 15 U.S.C § 1125(d), (id.

¶¶ 64-77) (Count III), violation of the New Jersey Unfair Competition Act, N.J. Stat. Ann. § 56:4-

1, (id. ¶¶ 78-89) (Count IV); common law trademark infringement and unfair competition, (id.

¶¶ 90-99) (Count V), and declaratory relief, (id. ¶¶ 100-105) (Count VI).7

Also on that same day, MMNA filed the instant Motion for a Temporary Restraining Order

and Preliminary Injunction. (ECF No. 3.) Among other relief, MMNA seeks an order enjoining

and restraining J&S and its agents from using the Mitsubishi marks “in any manner or medium”;

6 The Court has subject-matter jurisdiction pursuant to 28 U.S.C. § 1332. (See ECF No. 1

at 2.) As for personal jurisdiction and venue, the Dealership Agreement states that “all litigation

between MMNA and [J&S] which may arise out of or in connection with this Agreement or any

transaction between them shall be subject to the exclusive jurisdiction of the courts of the State of

California or of the federal courts sitting therein.” (ECF No. 3-5 at 21) (emphasis omitted).

However, J&S initially filed this action in New Jersey state court, neither party has contested to

the jurisdiction of the District of New Jersey, and courts in this District routinely decline to enforce

forum selection clauses when the agreements are subject to the NJFPA. See Bus. Store, Inc. v.

Mail Boxes Etc., Civ. No. 11-3662, 2012 WL 525966, at *6-10 (D.N.J. Feb. 16, 2012); Goldwell

of New Jersey, Inc. v. KPSS, Inc., 622 F. Supp. 2d 168, 171 n.1 (D.N.J. 2009). Similarly, despite

a California choice-of-law provision in the Dealer Agreement, the parties only present New Jersey

law, so the Court will apply New Jersey law. See Instructional Sys., Inc. v. Comput. Curriculum

Corp., 614 A.2d 124, 133-35 (N.J. 1992) (upholding application of New Jersey law to franchise-

termination decision subject to the NJFPA despite California choice-of-law provision); Williams

v. BASF Catalysts LLC, 765 F.3d 306, 316-17 (3d Cir. 2014) (stating that “parties may waive

choice-of-law issues” and finding waiver when parties did not challenge use of New Jersey law).

7 As of the date of this Opinion, J&S has not filed an Answer to MMNA’s Counterclaims.

using the Mitsubishi name “in any trade name, advertising, signage, customer communications,

domain name, website social media account, or business representation”; holding themselves out

as an authorized Mitsubishi dealer or affiliate; selling, advertising, or servicing Mitsubishi vehicles

in a manner suggesting authorization by MMNA; and continuing to operate internet platforms that

incorporate Mitsubishi marks or suggest an affiliation with MMNA. (Id. at 3-4.)

Upon receipt of MMNA’s Motion, the Court ordered the parties to propose an expedited

briefing schedule, (ECF No. 4), and as part of that briefing, J&S submitted a Cross-Motion for a

Preliminary Injunction, (ECF No. 9.) J&S seeks an order reinstating itself as an authorized

Mitsubishi dealer under the Dealer Agreement; treating the Dealer Agreement as being in full

force; preventing MMNA from authorizing a replacement dealer to operate at or near J&S’s Ewing

location and enforcing the January 14, 2026 Notice of Termination; and prohibiting MMNA from

taking retaliatory action against J&S for pursuing this litigation. (Id. at 4-5.) Following the

completion of briefing, the Court held a hearing on the Motions on July 1, 2026 and neither of the

parties presented additional evidence. (ECF No. 19). The matter is now ripe for adjudication.

II. DISCUSSION

A. Automatic Stay Under N.J. Stat. Ann. § 56:10-30(a)

Under the NJFPA, “[u]pon timely institution of an action . . . to enjoin the termination of a

motor vehicle franchise . . . the termination shall be automatically stayed pending the final

disposition of such action or proceeding.” N.J. Stat. Ann. § 56:10-30(a). MMNA argues J&S is

not entitled to an automatic stay because J&S did not “timely” file this action given that it was

filed almost two weeks after the March 18, 2026 termination date. (ECF No. 3-1 at 14.) J&S

responds that its “failure to file a timely protest was directly caused by MMNA’s own contradictory

conduct, specifically, the issuance of the January 21, 2026 Notice of Material Breach.” (ECF No.

9-7 at 29.) As a result, J&S contends that its untimeliness should be excused by the doctrine of

equitable estoppel. (Id. at 18-21, 29-30.) The Court finds J&S’s position unpersuasive.

“To establish a claim of equitable estoppel, the claiming party must show that the alleged

conduct was done, or representation was made, intentionally or under such circumstances that it

was both natural and probable that it would induce action.” Miller v. Miller, 478 A.2d 351, 355

(N.J. 1984). “The requirements of equitable estoppel are quite exacting” and the doctrine is applied

“only in very compelling circumstances . . . where the interests of justice, morality and common

fairness clearly dictate that course.” Hoelz v. Bowers, 278 A.3d 797, 804 (N.J. Sup. Ct. App. Div.

2022). “Equitable estoppel excuses a plaintiff’s late filing if such lateness was caused by the

defendant’s deception.” Hill. v. U.S. Gen. Servs. Admin, Civ. No. 05-2092, 2008 WL 4371761, at

*4 (D.N.J. Sep. 17, 2008) (citing Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380,

1389 (3d Cir. 1994), overruled on other grounds by Rotkiske v. Klemm, 890 F.3d 422 (3d Cir.

2018)).

Here, the “exacting” requirements of equitable estoppel are not satisfied. Hoelz, 278 A.3d

at 804. J&S asserts that it understood the January 14, 2026 Notice of Termination to be superseded

by the January 21, 2026 Notice of Material Breach, (ECF No. 9-7 at 29), but the record does not

support the application of equitable estoppel for several reasons. First, the January 14, 2026 Notice

of Termination states that “MMNA . . . does not waive its rights to raise any other breaches of

Dealer Agreement that may exist now or in the future, and to issue notices of breach and/or

termination pertaining to any such breach.” (ECF No. 3-8 at 4.) Accordingly, MMNA did not

mislead J&S into believing the January 14, 2026 Notice of Termination was superseded when it

issued the January 21, 2026 Notice of Material Breach because the Notice of Termination

specifically outlined that it could issue subsequent notices. Hill, 2008 WL 4371761, at *4.

Second, the parties’ conduct after the January 21, 2026 Notice of Material Breach

demonstrates that both sides knew the January 14, 2026 Notice of Termination was still in effect.

On January 28, 2026, J&S’s General Sales Manager Levent Darkanat sent an email to MMNA’s

District Sales Manager John Strayhorn requesting that the January 14, 2026 Notice of Termination

be lifted. (ECF No. 10-4 at 1-2; ECF No. 10-5 at 2.) And on February 1, 2026, Vossenberg emailed

Saliba noting that MMNA was in receipt of Darkanat’s January 28, 2026 email but would not be

rescinding the January 14, 2026 Notice of Termination until MMNA “confirmed that [J&S] has

fully addressed the issues identified in the [Notice of Termination].” (ECF No. 10-1 at 2; ECF

No. 10-3 at 2.) Therefore, the “natural and probable” consequence of MMNA’s actions was not

that J&S would assume the Notice of Termination had been suspended and failed to timely file as

a result of this assumption. Miller, 478 A.2d at 355. Instead, it would have been “natural and

probable,” based on MMNA’s actions and even J&S’s own actions, for J&S to believe the Notice

of Termination was still in effect.

Without the protection of equitable estoppel, J&S is left with the fact that it filed the instant

matter after the notice of termination took effect. But a franchisee is not entitled to an automatic

stay if it fails to “timely” file its suit. See N.J. Stat. Ann. § 56:10-30(a). An action is not “timely”

under the NJFPA when “the filing of the lawsuit occurred after the termination took effect.”

Classic Motor Car Co. v. Automobili Lamborghini, 2011 N.J. Super. Unpub. LEXIS 3142, at *20-

21, *31-32 (N.J. Super. Ct. Ch. Div. Nov. 29, 2011) (finding automatic stay provision did not apply

when franchisee filed suit one day after termination date); c.f. J.P.T. Auto., Inc. v. Toyota Motor

Sales, U.S.A., Inc., 659 F. Supp. 2d 350, 354, 361 (E.D.N.Y. 2009) (finding automatic stay

provision did not apply under New York’s Franchised Motor Vehicle Dealer Act when franchisee

filed suit one day after termination date because the provision “only applies in cases where the

termination of the dealership has not yet occurred” (citing N.Y. Veh. & Traf. L. § 463(2)(e)(1)).

Accordingly, J&S is not entitled to an automatic stay under the NJFPA, so the Court must evaluate

whether an injunction—for either party—is appropriate under Rule 65.

B. Temporary Restraining Order and Preliminary Injunction Under Rule 65

“Preliminary injunctive relief is an extraordinary remedy and should be granted only in

limited circumstances.” Kos Pharms., Inc. v. Andrx Corp., 369 F.3d 700, 708 (3d Cir. 2004)

(citation modified). The elements for a preliminary injunction and a temporary restraining order

are the same. See Koons v. Reynolds, 649 F. Supp. 3d 14, 22 (D.N.J. 2023). A party seeking a

preliminary injunction or a temporary restraining order must establish that (1) he is reasonably

likely to succeed on the merits, (2) he is likely to suffer irreparable harm in the absence of

preliminary relief, (3) the balance of equities tips in his favor, and (4) an injunction is in the public

interest. See Reilly v. City of Harrisburg, 858 F.3d 173, 176 (3rd Cir. 2017); see also HR Staffing

Consultants, LLC v. Butts, Civ. No. 15-3155, 2015 WL 3492609, *7 (D.N.J. June 2, 2015) (quoting

Winter v. Natural Res. Def. Council, Inc., 555 U.S. 7, 20 (2008)). If a plaintiff meets the first two

factors, the court “then considers the remaining two factors and determines in its sound discretion

if all four factors, taken together, balance in favor of granting the requested preliminary relief.”

Reilly, 858 F.3d at 179.

“To demonstrate a likelihood of success on the merits, [a p]laintiff must show that [it] ‘can

win on the merits (which requires a showing significantly better than negligible but not necessarily

more likely than not).’” Tracey v. Recovco Mortg. Mgmt. LLC, 451 F. Supp. 3d 337, 342 (D.N.J.

2020) (citing Reilly, 858 F.3d at 179). Thus, a moving party must only show a “reasonable

probability of eventual success in the litigation.” Reilly, 858 F.3d at 176 (citation omitted).

“[W]hether a party has met this threshold will necessarily vary with the circumstances of each

case . . . [and] the elements of the movant’s claims. . . .” Fres-co Sys. USA, Inc. v. Hawkins, 690

F. App’x 72, 77 (3d Cir. 2017). Because the parties have filed cross-Motions, the Court addresses

both whether MMNA is likely to succeed on the merits of its trademark infringement claim under

the Lanham Act and whether J&S is likely to succeed on the merits of its unlawful termination

claim under the NJFPA.8

“Once a franchise is terminated, the franchisor has the right to enjoin unauthorized use of

its trademark under the Lanham Act.” S & R. Corp. v. Jiffy Lube Int’l, Inc., 968 F.2d 371, 375-78

(3d Cir. 1992) (holding franchisor demonstrated likelihood of success on the merits of its

trademark infringement claim when termination was lawful). It is undisputed that J&S continues

to hold itself out as a franchisee and use the Mitsubishi trademark. (ECF No. 3-2 at 4-6.) The

question therefore boils down to whether MMNA lawfully terminated the franchise. Accordingly,

the cross-Motions are necessarily intertwined: both hinge on whether the termination was lawful,

and if one party demonstrates a likelihood of success the other necessarily cannot.

Under the NJFPA, a franchisor may not “terminate, cancel or fail to renew a franchise

without good cause.” N.J. Stat. Ann. § 56:10-5. “For the purposes of this act, good cause for

terminating, canceling, or failing to renew a franchise shall be limited to failure by the franchisee

to substantially comply with those requirements imposed upon him by the franchise.” Id. “That

good-cause standard is similar to the legal concept of material breach, i.e., a breach that discharges

the non-breaching party’s obligation to perform its future contractual obligations.” Mall Chevrolet,

Inc. v. Gen. Motors LLC, 99 F. 4th 622, 631 (3d Cir. 2024). Accordingly, “New Jersey courts have

8 While the parties each assert several causes of action in their pleadings, (ECF No. 1-1

¶¶ 38-84; ECF No. 2 ¶¶ 46-105), MMNA relies on its Lanham Act claim in its Motion and J&S

relies on its NJFPA unlawful termination claim in its Cross-Motion, (ECF No. 3-1 at 15-17; ECF

No. 9-7 at 21-25.)

recognized that a franchisee’s material breach of a franchise agreement constitutes good cause for

termination of a franchise.” Id. (collecting cases). “[I]f a contract identifies a term as ‘material’

or an act or omission as a ‘material breach,’ then New Jersey courts generally defer to the parties’

agreement on the materiality of that term, act, or omission.” Id. Otherwise, “[t]o determine if a

breach is material, [New Jersey courts] adopt the flexible criteria set forth in Section 241 of the

Restatement (Second) of Contracts (1981).” Roach v. BM Motoring, LLC, 155 A.3d 985, 991 (N.J.

2017). In “proving good cause for termination . . . the motor vehicle franchisor shall be limited to

the grounds for termination set forth in the written notice [of termination].” N.J. Stat. Ann.

§ 56:10-30(c).

Here, the January 14, 2026 Notice of Termination outlined three grounds for termination:

“[(1) J&S’s] repeated failure to require personnel to attend and complete required training; [(2)

J&S’s] failure to maintain a minimum inventory of Outlander PHEV vehicles for sale to retail

customers; and [(3) J&S’s] failure to comply with minimum staffing requirements in its service

department.” (ECF No. 3-8 at 3-4.)9 The day after the Notice of Termination was issued, Saliba

emailed Vossenberg that J&S (1) had satisfied its training requirements, (2) would be submitting

its allocation requests to fulfill its inventory obligations now that it was eligible to receive

Outlander PHEV Vehicles after completing the trainings, and (3) would fill staff positions by

January 23, 2026. (ECF No. 9-2 at 3; ECF No. 9-4 at 2-3.) On January 28, 2026, Darkanat emailed

9 J&S argues the January 14, 2026 Notice of Termination was deficient because it

erroneously cited to a North Carolina statute. (ECF No. 9-7 at 16.) The Court finds this argument

unpersuasive. The NJFPA requires that a notice “set[] forth all the reasons for such termination

. . . at least 60 days in advance of such termination.” N.J. Stat. Ann. § 10-5. MMNA’s Notice of

Termination complied with these requirements, (see ECF No. 3-8), and an errant citation in a

separate part of the Notice does not render the entire Notice defective.

Vossenberg requesting that the Notice of Termination be lifted because, in his view, J&S remedied

each of the three breaches. (ECF No. 10-5 at 2.)

However, on February 1, 2026, Vossenberg emailed Saliba noting that MMNA was in

receipt of Darkanat’s email but MMNA would not be lifting the Notice of Termination. (ECF No.

10-3 at 2.) Vossenberg explained that MMNA would not lift the Notice of Termination “until

we’ve confirmed that your dealership has fully addressed the issues identified in the [Notice of

Termination],” and at that point, Vossenberg was not satisfied that the issues were resolved. (Id.)

Vossenberg noted that he previously requested to meet with Saliba to discuss the breaches, but that

request was denied, and that he thought a “one-one-one conversation would be helpful.” (Id.)

Saliba did not respond to this email. (ECF No. 10-1 at 2.) And when questioned at the hearing,

J&S could not identify any actions it took to remedy the breaches after this February 1, 2026 email.

(ECF No. 19 at 9.)

J&S’s failure to take any action is fatal to J&S’s claim that MMNA’s termination was not

for “good cause,” and in turn demonstrates that the termination was lawful. Under Section X.C of

the Dealer Agreement, which governs termination procedures, MMNA may withdraw a notice of

termination if J&S “cures to MMNA’s satisfaction the condition or conditions upon which the

notice is based.” (ECF No. 3-5 at 52, 55) (emphasis added). On February 1, 2026, Vossenberg

made it clear that MMNA was not satisfied with J&S’s attempted cures, (ECF No. 10-3), so—

under the Dealer Agreement—MMNA was not required to withdraw the January 14, 2026 Notice

of Termination, (ECF No. 3-5 at 55). Thus, because in MMNA’s view—the view that matters

under the Dealer Agreement—J&S did not cure its failure to “substantially comply with th[e]

requirements imposed upon [it] by the franchise,” and because those initial failures were set forth

in the Notice of Termination, the Court finds that MNNA had “good cause” to terminate the Dealer

Agreement. N.J. Stat. Ann. § 56:10-5.

Even if Section X.C of the Dealer Agreement were unenforceable, or the Court was

otherwise required to analyze cure efforts without regard to the parties’ agreed upon language

outlining that such a determination is for MMNA to make, the Court would still find MMNA had

good cause to terminate.10 In the January 14, 2026 Notice of Termination, the third ground for

termination was J&S’s “failure to comply with minimum staffing requirements in its service

department.” (ECF No. 3-8 at 3-4; see also ECF No. 3-5 at 40 (Section IV.D of Dealer Agreement

requiring J&S to “employ qualified personnel in such capacities and in such number as may be

specified in the Dealer Development Plan or as otherwise required by MMNA”).)11 J&S asserts

it satisfied this requirement by hiring a Service Advisor (Meet Ahir) and Parts Manager (Jonathan

Mora). (ECF No. 10-5 at 2.)

However, MMNA’s District Sales Manager John Strayhorn declared that he visited J&S on

a number of occasions from January 14, 2026 and March 18, 2026 and “did not observe Jonathan

Mora filling the Parts Manager position, working at the parts counter at J&S, or serving in any

other customer facing capacity at the dealership.” (ECF No. 10-4 at 2-3.) And Mora’s LinkedIn

indicates that he works as an Inventory Manager at a separate J&S entity named J&S Autohaus.

(ECF No. 10-6 at 2.) Strayhorn also “did not encounter Meet Ahir serving in any capacity at J&S,

10 If J&S believed MMNA was acting unreasonably with respect to its evaluation of J&S’s

attempts to remedy the breaches outlined in the January 14, 2026 Notice of Termination, J&S had

the ability under the NJFPA to timely file a lawsuit to stay the termination. See N.J. Stat. Ann.

56:10-30(a). But as discussed supra, J&S failed to do so.

11 The Court need not analyze the first two grounds for termination to determine whether

MMNA lawfully terminated the franchise under the NJFPA because it finds the third ground on

its own is sufficient.

Service Writer or otherwise.” (ECF No. 10-4 at 3.) Ahir’s Instagram account indicates that he is

a buyer at J&S Autohaus. (ECF No. 10-7 at 2.)

J&S offers no competing evidence as to Mora and Ahir, nor did it present any additional

evidence at the hearing. (See generally ECF Nos. 9, 11, 19.) Instead, J&S contends that

Strayhorn’s statements are “contested, uncorroborated, out-of-court statements offered by an

interested witness” and “this Court cannot credit disputed hearsay at the preliminary injunction

stage[.]” (ECF No. 11 at 11.) Even if J&S’s factual characterization were correct, J&S is incorrect

as a matter of law. “[A] preliminary injunction is customarily granted on the basis of procedures

that are less formal and evidence that is less complete than in a trial on the merits.” Univ. of Texas

v. Camenisch, 451 U.S. 390, 395 (1981); see also Kos, 369 F.3d at 718 (collecting decisions that

have permitted admission of hearsay at a preliminary injunction stage); Graceway Pharms., LLC

v. Perrigo Co., 722 F. Supp. 2d 566, 579 (D.N.J. 2010) (“The [c]ourt . . . has considerable discretion

in regard to relying on affidavits, self-serving or otherwise, in the context of a preliminary

injunction.”).

Perhaps recognizing this caselaw even if failing to cite to it, J&S concludes that “MMNA

is . . . left to demonstrate that the remaining staffing deficiencies alone constitute ‘good cause’ for

termination under the N.J. [Stat. Ann.] § 56:10-30.” (ECF No. 11 at 12.) The Court finds that a

failure to fill the Service Advisor and Parts Manager staffing roles constitute a material breach and

therefore “good cause” to terminate. Indeed, many of the factors set forth in Section 241 of the

Restatement (Second) of Contracts readily weigh in favor of material breach.12 Without these

12 In determining whether a breach is material under the Restatement (Second) of Contracts,

“the following circumstances are significant: (a) the extent to which the injured party will be

deprived of the benefit which he reasonably expected; (b) the extent to which the injured party can

be adequately compensated for the part of that benefit of which he will be deprived; (c) the extent

to which the party failing to perform or to offer to perform will suffer forfeiture; (d) the likelihood

employees, MMNA will be “deprived of the benefit which [it] reasonably expected,” Restatement

(Second) of Contracts § 241(a), because the franchisee’s service department will likely perform

unsatisfactorily due to these staffing shortages, which will in turn affect not just MMNA’s profits

but also its reputation. For similar reasons, MMNA cannot be “adequately compensated” for this

breach. Id. § 241(b). Finally, at least based on the record before the Court, J&S appears to have

misrepresented that the roles were filled by individuals who instead work at a separate J&S entity.

(ECF No. 10-4 at 2-3; ECF No. 10-5 at 2; ECF No. 10-6 at 2; ECF No. 10-7 at 2.) Therefore, the

Court finds that J&S has “fail[ed] to . . . comport with standards of good faith and fair dealing”

and will be “[un]likel[y] . . . to cure [its] failure.” Restatement (Second) of Contracts § 241(d)-

(e); see also Mall Chevrolet, 99 F.4th at 635 (holding that a franchisor may use “evidence that it

later obtained to support the reason and grounds that it identified in its notice of termination”);

Dunkin’ Donuts of Am., Inc. v. Middletown Donut Corp., 495 A.2d 66, 72–73 (N.J. 1985)

(explaining that the NJFPA protects only innocent franchisees); Amerada Hess Corp. v. Quinn, 362

A.2d 1258, 1267 (N.J. Super. Ct. Law Div. 1976) (“[P]rotection of the public’s welfare points

toward termination of dishonest franchisees.”).

Accordingly, the Court holds that the termination was lawful under the NJFPA, so J&S is

unlikely to succeed on its NJFPA claim. Consequently, MMNA is likely to succeed on its

trademark infringement claim because J&S continues to hold itself out as a franchisee. Jiffy Lube,

968 F.2d at 375. The Court will therefore analyze the remaining Rule 65 factors as applied to

that the party failing to perform or to offer to perform will cure his failure, taking account of all

the circumstances including any reasonable assurances; [and] (e) the extent to which the behavior

of the party failing to perform or to offer to perform comports with standards of good faith and fair

dealing.” Restatement (Second) of Contracts § 241.

MMNA but not as to J&S. See Reilly, 858 F.3d at 179 (“[A] movant for preliminary equitable

relief . . . must demonstrate that it can win on the merits[.]”)

Although MNNA has shown it is likely to succeed on the merits, it still “bears the burden

of showing irreparable injury” if its Motion is not granted. Reilly, 858 F.3d at 180 n.5. This is

“not an easy burden” to carry; it will be met only if MMNA “demonstrates a significant risk that

[it] will experience harm that cannot adequately be compensated after the fact by monetary

damages. Adams v. Freedom Forge Corp., 204 F.3d 475, 485-86 (3d Cir. 2000) (citations omitted);

see also Reilly, 858 F.3d at 179 n.4 (“[T]he availability of money damages for an injury typically

will preclude a finding of irreparable harm.”). Moreover “[t]he irreparable harm alleged must be

actual and imminent, not merely speculative.” Moneyham v. Ebbert, 723 F. App’x. 89, 92 (3d Cir.

2018).

In 2020, however, Congress passed the Trademark Modernization Act (TMA), which

clarified the analysis a district court must undertake when evaluating irreparable harm in the

trademark infringement context. See Nichino Am., Inc. v. Valent U.S.A., L.L.C., 44 F.4th 180, 182-

83 (3d Cir. 2022). Under the TMA, a party seeking an injunction “shall be entitled to a rebuttable

presumption of irreparable harm . . . upon a finding of likelihood of success on the merits . . . in

the case of a motion for a preliminary injunction or temporary restraining order.” 15 U.S.C

§ 1116(a). After the presumption has been established, “the court assumes irreparable harm, even

if the [party who has shown a likelihood of success on the merits] has proffered nothing in

support.” Nichino Am., 44 F.4th at 186. To rebut the presumption, the other party must “introduce

evidence sufficient for a reasonable factfinder to conclude that the consumer confusion is unlikely

to cause irreparable harm.” Id. “If [the other party] successfully rebuts the TMA’s presumption

by making this slight evidentiary showing, the presumption has no further effect” and “the burden

of production returns to the [party who has shown a likelihood of success] to point to evidence that

irreparable harm is likely absent an injunction.” Id. If the burden of production returns, “the

evaluation outlined in [Interpace Corp. v. Lapp, Inc., 721 F.2d 460 (3d Cir. 1983)] may prove

useful to assess whether consumer confusion will lead to irreparable harm.” Id.

Here, MMNA has demonstrated a likelihood of success on the merits, so it is entitled to a

rebuttable presumption of irreparable harm. Nichino Am., 44 F.4th at 186; 15 U.S.C § 1116(a).

J&S argues that “MMNA’s claimed ‘harm’ from J&S’s continued operation as a Mitsubishi dealer

is speculative and overstated,” but J&S points to no evidence in the record demonstrating why this

harm would not be irreparable. (See ECF No. 9-7 at 29; see also ECF No. 11 at 14.) Accordingly,

because the Court must assume irreparable harm, and because J&S has not “introduced evidence

sufficient for a reasonable factfinder to consider that consumer confusion is unlikely to cause

irreparable harm,” the inquiry ends here and MMNA has satisfied this second factor. Nichino Am.,

44 F.4th at 186.

Under this third factor, a district court must consider “the harm [a franchisee] might suffer

should the relief be granted.” Pappan Enters., Inc. v. Hardee’s Food Sys., Inc., 143 F.3d 800, 805

(3d Cir. 1998); see also Jiffy Lube, 968 F.2d at 379 (“[The franchisor] must also show that its

benefits from a preliminary injunction are not outweighed by irreparable injury to [the

franchisee].”). However, “a party’s self-inflicted harm by choosing to stop its own performance

under the contract and thus effectively terminating the agreement is outweighed by the

immeasurable damage done to the franchisor of the mark.” Pappan, 143 F.3d at 806 (citations

omitted). Here, any injury J&S is likely to suffer is self-inflicted as a result of its failure to comply

with the Dealer Agreement or take adequate steps to prevent the termination. Thus, this third factor

weighs in MMNA’s favor.

4, Public Interest

“Lastly, a district court must consider whether the issuance of a preliminary injunction

serves the public interest before granting preliminary injunctive relief.” Pappan, 143 F.3d at 807.

“Public interest can be defined a number of ways, but in a trademark case, it is most often a

synonym for the right of the public not to be deceived or confused.” Opticians Ass’n of Am, □□

Indep, Opticians of Am., 920 F.2d 187, 197 (3d Cir.1990). Because J&S continues to hold itself

out as an authorized MMNA dealer, including by displaying the Mitsubishi name and logo at the

Ewing dealership location and using Mitsubishi branding on its website and social media accounts,

(ECF No. 3-2 at 4-6), the Court finds that J&S’s use of the Mitsubishi mark is likely to cause

confusion. Therefore, because an injunction will put an end to this confusion, this final factor

supports an injunction.

I, CONCLUSION

For the foregoing reasons, and other good cause shown, MMNA’s Motion for a Temporary

Restraining Order and Preliminary Injunction (ECF No. 3) is GRANTED, and J&S’s Cross-

Motion for a Preliminary Injunction (ECF No. 9) is DENEFED. An appropriate Order follows.

Dated: July TL, 2026 ay pe

G. once ®t CASTNER

va ED STATES DISTRICT JUDGE

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