EUPHORIC, LLC, et al., Plaintiffs, v. WESTPORT COMMUNITY IMPROVEMENT DISTRICT, et al., Defendants.
Case No. 4:25-cv-00023-RK
IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI WESTERN DIVISION
October 22, 2025
ROSEANN A. KETCHMARK, JUDGE
Before the Court is Plaintiff Euphoric, LLC‘s motion for temporary restraining order and preliminary injunction against Defendants Harold Brody and 4128 Broadway, LLC. (Doc. 103.) This motion is fully briefed, (Docs. 103, 149, 159), and the Court held a preliminary injunction and evidentiary hearing on October 6, 2025, (Doc. 215). After careful consideration and for the reasons explained below, Euphoric‘s motion for temporary restraining order and preliminary injunction is DENIED.
Background
This case arises from an alleged conspiracy to commit racial discrimination by the Westport Community Improvement District and various individuals and businesses operating in Westport by excluding African American business owners from opening and operating new businesses in the Westport community. However, as conceded by Euphoric‘s counsel during the preliminary injunction hearing, the instant motion is more narrowly concerned with Euphoric‘s breach-of-contract claim against Defendants Harold Brody and 4128 Broadway, LLC (“Defendants“). Euphoric alleges that Defendants violated a lease entered into by the parties pursuant to which Euphoric would lease the premises at 4128 Broadway for ten years for the purpose of operating Euphoric Bar and Lounge. Euphoric alleges that it tendered performance of its obligations under the lease and that Defendants breached the lease agreement by failing to deliver possession of the premises to Euphoric.1
- “The term ‘Term’ of this Lease is ten (10) years and such Term shall commence at 12:01 a.m. on the ____ day of October, 2024 ‘Commencement Date’ and shall end at midnight on the 31st day of October 2034.”3 (Id. at 1, ¶ 3.)
- “Landlord shall use due diligence to give possession of the Premises to Tenant as nearly as possible on or before the Commencement Date of the Term.” (Id. at 1, ¶ 4.)
- “If Tenant intends to advertise, publicly display or do business under any name other than as set forth above in Paragraph 1, then Tenant shall first submit in writing to Landlord and obtain Landlord‘s approval . . . for such proposed advertised and publicly displayed name under which Tenant desires to do business.” (Id. at 4, ¶ 11(F).)
- “Tenant shall, during the entire Term of this Lease, keep in full force and effect a policy or policies of commercial general liability and property and casualty damage insurance covering the Premises against loss . . . .” (Id. at 5, ¶ 12(A).)
- “In the event of a default, Landlord may terminate the Lease and/or sue for damages as provided by law if Tenant does not initiate and pursue with diligence the curing of such default within thirty (30) days after Tenant‘s receipt of written notice from Landlord describing the particular default.” (Id. at 11, ¶ 25.)
Additionally, the parties drafted and signed a personal guarantee of lease, (see Doc. 103-2), which Defendant Brody testified he signed at the same time he signed the lease agreement. The personal guarantee of lease lists Damion Johnson and Christopher Lee as guarantors of the lease. (Id. at 3.) Christopher Lee and Harold Brody signed the personal guaranty of lease on October 21, 2024. (Id.) In the copy of the personal guaranty of lease provided to the Court, it appears that Damion Johnson signed the document on October 24, 2024. (Id.)4
In preparation of Euphoric opening and operating Euphoric Bar and Lounge at the 4128 Broadway premises, Ale House West was created as the hiring and HR entity for Euphoric.5 A “We‘re Hiring” advertisement was posted online and on social media and solicited employment applications for Ale House West. (Doc. 149-2.) The hiring event was scheduled for October 28, 2024, at the 4128 Broadway premises. (Id.) On October 23, 2024, Defendant Brody informed Christopher Lee that Brody did not approve of Lee using the Ale House West name (similar to the former tenant of 4128 Broadway, Westport Ale House). On October 24, 2024, an Amendment of Articles of Organization was filed which changed “Ale House West LLC” to “House of Broadway LLC.” (Doc. 159-2 at 3; Def. Ex. 128.) Nevertheless, the employment applications that were available online as well as distributed to and collected from job candidates on October 28, 2024, indicated that “Ale House West” was the hiring organization. (Def. Ex. 117.) The hiring event was held outside of 4128 Broadway, in the patio area, because Euphoric did not have possession of the premises. Christopher Lee testified that denying Euphoric access to the building harmed Euphoric‘s reputation6 in the community because people online were saying that Euphoric was a fraud and did not have permission to open its business on the premises. Additionally, Defendant Brody made statements that appeared in a Kansas City Star article published on April 15, 2025,
Euphoric has never been given access to the 4128 Broadway premises, and it remained vacant for the following eight months. In July 2025, Defendants entered into a lease agreement with Holy Brunch KC for lease of the 4128 Broadway premises. Holy Brunch has since opened for business and incurred over $182,000 in costs associated with readying its business for operation. (Def. Ex. 130.)
Further facts are set forth as necessary below.
Legal Standard
The Eighth Circuit considers motions for preliminary injunctions based on the following factors: (1) the threat of irreparable harm to the plaintiff, (2) the state of balance between such harm and the injury that granting the injunction will inflict on other parties, (3) the probability the plaintiff will succeed on the merits, and (4) the public interest. Dataphase Sys., Inc. v. C.L. Sys., Inc., 640 F.2d 109, 114 (8th Cir. 1981).8 “In balancing the equities no single factor is determinative.” Id. at 113. However, “[l]ikelihood of success on the merits is the most important factor . . . .” Wildhawk Invs., LLC v. Brava I.P., LLC, 27 F.4th 587, 593 (8th Cir. 2022) (cleaned up). Additionally, “the absence of irreparable harm ‘is an independently sufficient ground upon which to deny a preliminary injunction.‘” Morehouse Enters., LLC v. BATFE, 78 F.4th 1011, 1017 (8th Cir. 2023) (quoting Grasso Enters., LLC v. Express Scripts, Inc., 809 F.3d 1033, 1040 (8th Cir. 2016)).
Discussion
Plaintiff Euphoric seeks a preliminary injunction against Defendants Brody and 4128 Broadway, LLC, to prevent Defendants from leasing the property at 4128 Broadway to anyone other than Euphoric, and to direct Defendants to immediately deliver possession of the property to Euphoric. (Doc. 103 at 1.) Defendants argue that Euphoric is not entitled to preliminary injunction because (1) Euphoric has not shown a likelihood of success on the merits of its breach-of-contract claim, and (2) Euphoric has not shown a sufficient threat of irreparable harm in the absence of an injunction.
I. Likelihood of Success on the Merits
A movant must show a “fair chance” of succeeding on the merits to support preliminary injunction. The “fair-chance standard does not require the party seeking relief to show a greater than fifty per cent likelihood that he will prevail on the merits.” D.M. v. Minn. High Sch. League, 917 F.3d 994, 999 (8th Cir. 2019) (cleaned up). Here, Euphoric argues that it is likely to succeed on the merits of its breach-of-contract claim against Defendants.9 Euphoric conceded that the other claims asserted in this case were not implicated by its motion for preliminary injunction, and it has not provided any evidence or argument to establish a likelihood of success on the merits of those other claims. Therefore, the Court proceeds only to consider Euphoric‘s likelihood of success on the merits of its breach-of-contract claim against Defendants Brody and 4128 Broadway, LLC.
Euphoric‘s breach-of-contract claim alleges that Defendants 4128 Broadway, LLC, and Harold Brody breached the lease agreement by refusing to deliver possession of the premises at 4128 Broadway to Euphoric. Defendants argue that Euphoric is unlikely to succeed on the merits because (1) there is not a valid lease because the Lease Agreement does not comply with the
“A lease in Missouri acts as both a conveyance and a contract, and a damaged party has available the usual contract remedies in the event a provision of a lease is breached . . . .” Arnold Crossroads, LLC v. Gander Mt. Co., 471 S.W.3d 721, 723 (Mo. Ct. App. 2015) (quoting G&J Holdings, LLC v. SM Props., LP, 391 S.W.3d 895, 900-01 (Mo. Ct. App. 2013)). “A prima facie case for breach requires: establishment of a valid lease, mutual obligations from that lease, lack of performance from the breaching party, and damage to the non-breaching party.” Id. (citing GAJ Holdings, LLC, 471 S.W.3d at 723).
Where, as here, the lease was intended to last longer than a year, Missouri‘s statute of frauds also applies:
No action shall be brought . . . upon any contract made for the sale of lands, tenements, hereditaments, or an interest in or concerning them, or any lease thereof, for a longer time than one year, or upon any agreement that is not to be performed within one year from the making thereof, unless the agreement upon which the action shall be brought, or some memorandum or note thereof, shall be in writing and signed by the party to be charged therewith . . . .
“There is a diversity of opinion in the various jurisdictions as to what constitute ‘essential terms’ for a lease agreement, and courts in Missouri have noted that ‘it seems to us that “essential terms” in an agreement to enter into a lease must of practical necessity be determined upon a consideration of all the facts and circumstances of each case.‘” Gillespie, 655 S.W.2d at 125 n.1 (quoting Frostwood Drugs, Inc. v. Fischer & Frichtel Constr. Co., 352 S.W.2d 694, 700 (Mo. 1961)). Courts applying Missouri contract law agree that the term of the lease, including the commencement date, is an essential term. See Hanes v. Mid-Am. Petrol., Inc., 577 F. Supp. 637, 643 (W.D. Mo. 1983) (citing Midland Realty Co. v. Manzella, 308 S.W.2d 326, 330 (Mo. App. 1957))
Here, Euphoric provided the Court with a lease agreement which does not include a commencement date. Rather, there is a blank space in the “Term” paragraph which states,
The term “Term” of this Lease is ten (10) years and such Term shall commence at 12:01 a.m. on the ____ day of October, 2024 “Commencement Date” and shall end at midnight on the 31st day of October 2034.
(Doc. 103-1 at 1, ¶ 3.) Euphoric argues that the lease agreement nevertheless satisfies the statute of frauds because (1) when read together with the personal guarantee of lease, it contains the essential terms; and (2) the lease agreement, while leaving the commencement date blank, unambiguously sets October 2024 as the month in which the lease is to commence, to run 10 years until October 31, 2034.
Euphoric‘s argument regarding the personal guaranty of lease is unpersuasive. Under the statute of frauds, a lease “may consist of a number of writings sufficiently connected so as to warrant their being read together, and which, when so read, satisfy all the requirements of the statute as to contents and signature.” Midland Realty Co., 308 S.W.2d at 330. However, even reading the lease agreement and personal guarantee of lease together, the Court finds that the commencement date does not appear in writing in either document. The signatures dated October 21, 2024, on the personal guarantee of lease do not suggest that the commencement date was also intended to be October 21, 2024, because the date of the lease and the commencement date are not necessarily the same. See Pfeiffenberger, 144 S.W.2d at 188 (“The date of the lease does not necessarily affect the commencement of the term, which may be, and frequently is, intended to begin at some time in the future . . . .“). The Court cannot conclude from the signature dates on the personal guarantee of lease that the commencement date was supposed to be October 21, 2024,
Euphoric‘s second argument, that “on the ____ day of October, 2024” is sufficient to satisfy the requirement that the commencement date be in writing, is slightly more persuasive but likely unsuccessful. “[I]t is the general rule and the law in Missouri that ‘[a] written agreement may be uncertain because of blanks left therein,’ . . . and that ‘[a] writing is incomplete as an agreement where blanks, as to essential matters, are left in it unless they can be supplied from other parts of the writing itself.‘” Hanes, 577 F. Supp. at 643 (citing Missouri caselaw). To satisfy the statute of frauds, a lease for longer than a year “must either specify the date from which the term shall run, or else, if that is impossible to know at the time of the execution of lease, make reference to some definite event to happen in the future which will determine the beginning of the term.” Pfeiffenberger, 144 S.W.2d at 188 (emphasis added).
It seems Euphoric is arguing that, by stating “on the ____ day of October, 2024,” the lease agreement sets forth a definite event to happen in the future—i.e., the end of the month—which determines the commencement date of the term. However, this occurrence does not seem like the type of “definite event to happen in the future” which satisfies the commencement date requirement. See Hanes, 577 F. Supp. at 641 (concluding there was no way to determine the commencement date, rendering the lease invalid, where the lease provided that “[t]his Lease shall be in effect for the term beginning on ____, 1981, and ending on ____, 1982 . . . .“). Applying Euphoric‘s reasoning to Hanes, the court should have concluded that the term provisions indicated that the lease was intended to begin in 1981 (December 31 at the latest) and end in 1982 (December 31 at the latest). Instead, in Hanes the court found that providing the years alone was insufficient to establish a commencement date in writing.
Here, the Court concludes that providing the month and year alone is insufficient to satisfy the commencement date or “definite event to happen in the future” requirement. Moreover, the existence of the end date of the term (October 31, 2034) is similarly insufficient to establish the commencement date. If the Court were to work backwards ten years from the termination date, the commencement date would be October 31, 2024. However, Euphoric does not argue that the parties intended the lease to begin on October 31, 2024; rather, Euphoric‘s contention is that the lease “was at its latest intended to take effect on October 23, 2024,” (Doc. 159 at 11), and Euphoric
While Euphoric has attempted to present evidence regarding the parties’ intent to enter a valid lease, the Court cannot determine the commencement date without reference to parol evidence. Without a written commencement date in the parties’ lease agreement or personal guarantee of lease, the Court concludes that the lease likely does not satisfy the statute of frauds because it is missing an essential term. Thus, the lease is likely not valid. Therefore, Euphoric has not shown a likelihood of success on the merits of its breach-of-contract claim against Defendants Brody and 4128 Broadway, LLC.10 “While no single [Dataphase] factor is determinative, the probability of success factor is the most significant.” Schmitt v. Rebertus, 148 F.4th 958, 966 (8th Cir. 2025). This is “because an injunction cannot issue if there is no chance of success on the merits.” Short v. Billings Cnty., 138 F.4th 1072, 1077 (8th Cir. 2025). The Court concludes that Euphoric has not shown a likelihood of success on the merits of its breach-of-contract claim. Thus, this factor weighs against preliminary injunction.
II. Irreparable Harm
The Court next considers whether Euphoric has shown a threat of irreparable harm in the absence of preliminary injunction. Ultimately, the “burden [is] on [the movant] to establish the threat of irreparable injury.” Gen. Motors Corp. v. Harry Brown‘s, LLC, 563 F.3d 312, 319 (8th Cir. 2009). In doing so, the movant must show it has “no adequate remedy at law because its injuries [could not] be fully compensated through an award of damages.” Mgmt. Registry, Inc. v. A.W. Cos., Inc., 920 F.3d 1181, 1183 (8th Cir. 2018) (citation omitted). To establish irreparable harm, “a party must show that the harm is certain and great and of such imminence that there is a clear and present need for equitable relief.” Iowa Utils. Bd. v. FCC, 109 F.3d 418, 425 (8th Cir. 1996). The Court has already determined that Euphoric has not demonstrated a likelihood of success on the merits of its breach-of-contract claim against Defendants. See Romantix-Fargo, Inc. v. City of Fargo, No. 3:22-cv-00183, 2022 WL 17848931, at *7 (D.N.D. Dec. 22, 2022) (noting the irreparable harm factor is “tied to the likelihood of success” factor).
A. Interest in Real Property
Some courts have found that “[t]he deprivation of an interest in real property constitutes irreparable harm.” Third Church of Christ, Scientist, of N.Y.C. v. City of New York, 617 F. Supp. 2d 201, 215 (S.D.N.Y. 2008), aff‘d, 626 F.3d 667 (2d Cir. 2010); Opulent Life Church v. City of Holly Springs Miss., 697 F.3d 279, 297 (5th Cir. 2012). Though it does not appear the Eighth Circuit has squarely weighed in on this issue, the Court assumes arguendo that a deprivation of an interest in real property could constitute irreparable harm.
Here, however, Euphoric has failed to establish that it likely has an interest in the real property located at 4128 Broadway because it has not shown that there was a valid lease between Euphoric and Defendants. Therefore, because Euphoric has not shown a likely interest in the property, the alleged harm of deprivation of an interest in real property is not “certain and great and of such imminence that there is a clear and present need for equitable relief.” Iowa Utils. Bd., 109 F.3d at 425. Even if Euphoric had shown an interest in the real property at 4128 Broadway, it appears that this interest is compensable by damages. Euphoric‘s amended complaint (and second amended complaint) indicates that Euphoric “anticipated total revenues of $70 million over the life of the entire ten-year lease,” which is “equivalent to $583,333.33 per month.” (Doc. 16 at 33; Doc. 143-1 at 38.) Euphoric has not met its burden to show why this monetary relief is insufficient to remedy the breach of contract.
B. Constitutional Rights
The deprivation of a constitutional right, even for a limited time, may constitute irreparable harm. See Toigo v. Dep‘t of Health & Senior Servs., 549 F. Supp. 3d 985, 994 (W.D. Mo. 2021) (noting that the loss of First Amendment freedoms for any period of time automatically constitutes irreparable harm, but under Eighth Circuit precedent other contexts require showing a
Euphoric argues that it faces irreparable harm from the deprivation of constitutional rights of equal protection and privileges under the law, related to Euphoric‘s claim that Defendants conspired to commit racial discrimination. (Doc. 103 at 7.) However, Euphoric has not attempted to show a likelihood of success on the merits of its constitutional-rights-related claims under
C. Loss of Goodwill and Harm to Business Reputation
Finally, the “[l]oss of intangible assets such as reputation and goodwill can constitute irreparable injury.” United Healthcare Ins. Co. v. AdvancePCS, 316 F.3d 737, 741 (8th Cir. 2002). “‘Goodwill’ is defined as ‘[a] business‘s reputation, patronage, and other intangible assets that are considered when appraising the business . . . ; the ability to earn income in excess of the income that would be expected from the business viewed as a mere collection of assets.‘” Mercy Health Servs., Inc. v. Efstratiadis, 579 F. Supp. 3d 1096, 1104 (N.D. Iowa 2022) (quoting Goodwill, Black‘s Law Dictionary (11th ed. 2019)).
Here, Euphoric argues that Defendants harmed its goodwill and business reputation because they did not transfer possession of the 4128 Broadway premises to Euphoric in time for the hiring event on October 28, 2024. As a result, Euphoric argues that “[p]eople on social media were publicly humiliating and discrediting Plaintiff Euphoric by claiming that it did not really have permission to open the restaurant and claiming that it was a fraud.” (Doc. 159 at 28.)
Second, it is unclear how the hiring event hosted by Ale House West (subsequently changed to House of Broadway) establishes that there was reputational harm to Euphoric, LLC. Plaintiff Euphoric has not shown an imminent threat of irreparable harm to its own business reputation; at best, Euphoric has provided some limited evidence that some entity may have been harmed, but it is unclear on the record before the Court which entity was harmed, whether the harm is ongoing, and how a preliminary injunction would provide relief from further harm.
Third, as to the Kansas City Star article, the Court is similarly unpersuaded that any irreparable harm to Euphoric resulted or continues to result from any statements made by Defendant Brody therein. Moreover, as defense counsel argued at the preliminary injunction hearing, Plaintiff Euphoric had never operated as an entity prior to this incident and therefore the Court does not know what Euphoric‘s reputation was prior to any alleged harms. Ultimately, the “burden [is] on [the movant] to establish the threat of irreparable injury.” Gen. Motors Corp., 563 F.3d at 319. On the record before the Court, Euphoric has not established the threat of irreparable harm to goodwill or business reputation, in part because it has not established what Euphoric, LLC‘s reputation was prior to the hiring event and the KC Star Article, nor provided sufficient evidence to establish that it was harmed as a result of those things. See Allworth Fin. LP v. Pivato, No. 2:23-cv-00829-TLN-KJN, 2023 WL 3570084, at *4 (E.D. Cal. May 19, 2023) (“[E]vidence of reputational damage or harm to business goodwill sufficient to merit entry of preliminary relief typically incorporates information provided by . . . market-based sources external to the plaintiff itself.” (citing Disney Enters., Inc. v. VidAngel, Inc., 869 F.3d 848, 865 (9th Cir. 2017))).
Thus, the Court concludes that Euphoric has failed to establish a threat of irreparable harm. “The failure to show irreparable harm is, by itself, a sufficient ground upon which to deny a preliminary injunction . . . .” Gelco Corp. v. Coniston Partners, 811 F.2d 414, 418 (8th Cir. 1987).
III. Balance of Harms and Public Interest
Because Euphoric has not demonstrated a likelihood of success on the merits or threat of irreparable harm, the Court need not consider the remaining Dataphase factors of balance of harms and public interest. See Allied Servs., LLC v. Smash My Trash, LLC, No. 21-cv-00249-SRB, 2021 WL 1671675, at *3-5 (W.D. Mo. April 28, 2021) (considering only the irreparable harm factor to deny preliminary injunctive relief); Gamble v. Minn. State Indus., No. 16-cv-2720-JRT-KMM, 2017 WL 6611570, at *3 (D. Minn. Dec. 1, 2017) (same), adopted by 2017 WL 6607396 (D. Minn. Dec. 27, 2017).
Conclusion
Accordingly, after careful consideration and for the reasons explained above, the Court ORDERS that Euphoric‘s motion for temporary restraining order and preliminary injunction against Defendants Harold Brody and 4128 Broadway, LLC, (Doc. 103), is DENIED.
IT IS SO ORDERED.
s/ Roseann A. Ketchmark
ROSEANN A. KETCHMARK, JUDGE
UNITED STATES DISTRICT COURT
DATED: October 22, 2025