What Is a TRO or Preliminary Injunction in a Business Dispute?

A temporary restraining order (TRO) and a preliminary injunction are court orders that make a party do, or stop doing, something before the case is decided, such as using a trade secret, soliciting clients or moving disputed property. A TRO is the emergency version: in federal court it can be issued without notice to the other side only in narrow circumstances and lasts no more than 14 days unless extended. A preliminary injunction is issued after the other side has notice and a chance to respond, and it usually lasts until final judgment. To get either, a business generally has to show it is likely to win, likely to suffer irreparable harm without the order, that the balance of equities favors it and that the order serves the public interest. It also usually has to post a bond. State courts and arbitration have their own, often different, rules.

At a glance

Sources: Federal Rules of Civil Procedure 65 and 65.1 and 28 U.S.C. §1292 (Cornell LII), checked Oct. 27, 2026. State rules differ.

The four-factor test

The Supreme Court calls a preliminary injunction "an extraordinary remedy never awarded as of right" (Winter v. Natural Resources Defense Council, 2008). In Starbucks Corp. v. McKinney (2024), the Court restated the traditional rule: a party seeking a preliminary injunction must make a clear showing that it "is likely to succeed on the merits, that he is likely to suffer irreparable harm in the absence of preliminary relief, that the balance of equities tips in his favor, and that an injunction is in the public interest."

1. Likelihood of success. The business doesn't have to prove its whole case, but it has to show it is likely to win on the claim behind the request.
2. Irreparable harm. Winter rejected a "possibility" standard as "too lenient": irreparable injury must be likely without the order. Harm that money can make up for later usually isn't enough. In Sampson v. Murray (1974), the Court quoted the principle that "the possibility that adequate compensatory or other corrective relief will be available at a later date, in the ordinary course of litigation, weighs heavily against a claim of irreparable harm."
3. Balance of equities. The court weighs the harm to the business if the order is denied against the harm to the other side if it is granted.
4. Public interest. The court considers the order's effect on people who aren't parties and on the public.

Federal appeals courts apply these factors through their own precedents, so the details can vary by circuit, and state courts set their own standards.

How a TRO works in federal court

• Without notice only in narrow cases. A court may issue a TRO without notice only if "specific facts in an affidavit or a verified complaint clearly show that immediate and irreparable injury, loss, or damage will result to the movant before the adverse party can be heard in opposition," and the movant's lawyer certifies in writing what was done to give notice and why notice shouldn't be required (Rule 65(b)(1)). A TRO can also be sought with notice to the other side, which avoids these extra requirements.
• What the order must state. A TRO issued without notice must state the date and hour it was issued, describe the injury and why it is irreparable, and say why it was issued without notice (Rule 65(b)(2)).
• A short clock. It expires at the time the court sets, not to exceed 14 days, unless the court extends it once "for a like period" for good cause or the other side consents to a longer extension (Rule 65(b)(2)). In Sampson v. Murray, the Court agreed, at least for the situation in that case, that a TRO continued beyond the time Rule 65 allows must be treated as a preliminary injunction and meet those standards.
• A fast hearing. If a TRO is issued without notice, the preliminary-injunction motion must be set for hearing "at the earliest possible time," and the party that got the TRO must go forward or the court must dissolve it (Rule 65(b)(3)).
• The other side can fight back quickly. On 2 days' notice, or shorter if the court sets it, the restrained party may move to dissolve or modify the TRO, and the court must decide "as promptly as justice requires" (Rule 65(b)(4)).

How a preliminary injunction works

• Notice is required. A court may issue a preliminary injunction "only on notice to the adverse party" (Rule 65(a)(1)).
• A limited purpose. Its purpose "is merely to preserve the relative positions of the parties until a trial on the merits can be held," so it is decided on less formal procedures and less complete evidence than a trial, and its findings "are not binding at trial on the merits" (University of Texas v. Camenisch, 1981).
• Findings. The court must state the findings and conclusions that support granting or refusing it (Rule 52(a)(2)).
• Sometimes the trial comes early. The court may advance the trial on the merits and consolidate it with the hearing. Evidence received on the motion that would be admissible at trial becomes part of the trial record, and any right to a jury trial is preserved (Rule 65(a)(2)).

The bond: what asking can cost

A federal court may issue a TRO or preliminary injunction "only if the movant gives security in an amount that the court considers proper to pay the costs and damages sustained by any party found to have been wrongfully enjoined or restrained" (Rule 65(c)). The United States and its agencies are exempt. If security is given through a surety or other security provider, the provider submits to the court's jurisdiction, and its liability can be enforced on motion without a separate lawsuit (Rule 65.1). The bond matters to both sides: the business asking for the order should budget for it, and a business that is restrained may later claim against it if the order turns out to be wrongful. In Grupo Mexicano (1999), the Court noted that the restrained parties' "potential cause of action against the injunction bond for wrongful injunction" kept the appeal alive.

What the order must say, and who it binds

Every injunction and restraining order must state why it issued, state its terms specifically, and describe the acts restrained or required "in reasonable detail," not by referring to the complaint or another document (Rule 65(d)(1)). It binds only people who receive actual notice of it: the parties; their officers, agents, servants, employees and attorneys; and others "in active concert or participation" with them (Rule 65(d)(2)).

Where businesses use them

• Trade secrets. The federal Defend Trade Secrets Act lets a court enjoin "actual or threatened misappropriation," but the order may not "prevent a person from entering into an employment relationship," and conditions on a new job must rest on "evidence of threatened misappropriation and not merely on the information the person knows" (18 U.S.C. §1836(b)(3)(A)). In "extraordinary circumstances," the Act also allows an ex parte seizure order, but only if a Rule 65 order or other equitable relief "would be inadequate," among other findings (§1836(b)(2)). See What Is Trade Secret Misappropriation?.
• Non-competes, non-solicits and NDAs. Employers ask courts to stop a departing employee or a competitor from breaching restrictive covenants; employees ask courts to stop enforcement. Whether a covenant is enforceable depends on state law. See What Is a Non-Compete Agreement?, NDA vs. Non-Compete for Executives and What Is an NDA?.
• Contract, partnership and ownership fights. Examples include stopping a partner from diverting the business or keeping a party from taking an action the contract forbids, when money later wouldn't fix the harm. See Partnership Disputes and What Is Breach of Contract?.

A limit worth knowing: freezing assets for a money claim. In Grupo Mexicano de Desarrollo v. Alliance Bond Fund (1999), the Supreme Court held that a federal district court "lacked the authority to issue a preliminary injunction preventing petitioners from disposing of their assets pending adjudication of respondents' contract claim for money damages," because that remedy was historically unavailable in equity. A business that only wants to be paid generally can't use a preliminary injunction to lock up the other side's assets in federal court. Other tools may exist under state law; ask counsel.

Appeals

Federal courts of appeals have jurisdiction over interlocutory orders "granting, continuing, modifying, refusing or dissolving injunctions, or refusing to dissolve or modify injunctions" (28 U.S.C. §1292(a)(1)). So a preliminary-injunction ruling can usually be appealed right away, without waiting for final judgment. TROs are generally treated differently, though a TRO that runs past Rule 65's limits can, in some situations, be treated as a preliminary injunction (Sampson). Ask counsel about the timing rules that apply.

How state court and arbitration differ

• State court (Florida as an example). Florida Rule of Civil Procedure 1.610 has a similar no-notice test, but a temporary injunction granted without notice "shall remain in effect until the further order of the court" instead of expiring after 14 days. A bond is required in an amount the court deems proper and, unless the court says otherwise, must be posted within 5 days of the order setting it. The restrained party may move to dissolve or modify "at any time," and that motion must be heard within 5 days after the movant applies for a hearing. Other states have their own rules.
• Arbitration. If the contract has an arbitration clause, interim relief may come from the arbitrator, a court or both. Under the AAA Commercial Rules (2022), an arbitrator may order interim measures, "including injunctive relief," and may require security (R-38). For agreements made on or after Oct. 1, 2013, a party needing relief before the panel is in place can apply for an emergency arbitrator, whom the AAA appoints within one business day; the emergency arbitrator sets a schedule within two business days (R-39). Asking a court for interim measures "shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate" (R-38(c)). Other providers and contracts set different rules. See Mediation vs. Arbitration vs. Litigation.

How a business can prepare

• Move fast. Emergency relief is built for emergencies. Talk to counsel as soon as the harm starts.
• Gather proof of harm. Collect specific, firsthand facts (who did what, when and how it hurts the business) for affidavits or a verified complaint.
• Preserve evidence, including email, chat and device data; see What Happens in Discovery in a Business Lawsuit?.
• Check your contracts for forum-selection, arbitration, notice and injunction clauses.
• Plan for the bond and for the possibility of being liable if the order is later found wrongful.
• Ask for something specific. The order must describe the acts restrained "in reasonable detail," so a narrow, concrete request is easier to grant and enforce.
• If you're the one being restrained, read the order closely, comply while it is in effect and talk to counsel about moving to dissolve or modify it.

Questions to ask a business litigator

• Which court or forum (federal, state or arbitration) will hear the request?
• Can we show likely success and irreparable harm, not just lost money?
• Should we seek a TRO without notice, on short notice, or go straight to a preliminary-injunction motion?
• What bond might the court require, and what is our exposure if the order is later found wrongful?
• How specific should the requested order be, and who will it bind?
• What happens on appeal if we win or lose the motion?

Find a business litigation lawyer

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Featured: Haute Lawyer members who practice in this area include Sarah Jewell (owner of River Valley Law, P.A., focusing on employment law and civil and business litigation; licensed in Minnesota and North Dakota state and federal courts) and Brian Hooper (commercial litigator and appellate attorney in Atlanta).

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Related pages

• What Is Business Litigation?
• What Happens in Discovery in a Business Lawsuit?
• What Is Trade Secret Misappropriation?
• What Is a Non-Compete Agreement and Is It Enforceable?
• What Is Tortious Interference?
• Mediation vs. Arbitration vs. Litigation: How to Choose

This page is general information, not legal advice. Injunction rules vary by court, state and contract; consult a licensed attorney about your situation.