A healthcare revenue cycle technology company that accused its longtime bank partner of reverse engineering its payment processing platform will not get a preliminary injunction blocking the bank’s competing product, after the Court of Appeals for the Eighth Circuit ruled the company failed to show it would suffer irreparable harm.
The dispute traces back to 2014, when Revenue Management Solutions licensed a white-label version of its healthcare payment and remittance processing platform to Commerce Bank, which branded it RemitConnect. The contract barred Commerce from copying, reverse engineering, or building derivative works from the software, and included a clause giving either party the right to injunctive relief for breaches involving confidential information or intellectual property.
In 2018, Commerce began building its own version, RemitConnect 2.0, designed to independently produce the same output files as the RMS platform. RMS said it noticed in January 2025 that fewer Commerce customers were using its platform, concluded Commerce had reverse engineered its software, and sought a preliminary injunction to shut down RemitConnect 2.0 while its breach of contract and trade secret claims proceed.
A District Court judge in Missouri denied the motion, finding RMS’s claimed harms were either compensable with money damages or too speculative. The appeals court affirmed on every front.
The panel held that lost revenue, price erosion, and market share losses were “purely economic” harms that could be calculated using the contract’s own price schedule. It noted that RMS’s economic expert repeatedly hedged with “may” in describing potential price erosion and admitted he was unaware of any erosion actually occurring. Claims of reputational harm fared no better. Because RemitConnect was a white-label product, Commerce’s customers only ever saw the Commerce brand, undercutting the argument that performance problems with RemitConnect 2.0 would be blamed on RMS.
Perhaps most notable for anyone drafting vendor agreements: the court held that the contract’s injunctive relief clause could not, by itself, establish irreparable harm. A federal court, the panel wrote, is not “a recorder of contracts from whom parties can purchase injunctions.” The court also rejected RMS’s argument that the contract’s limitation of liability clause made money damages inadequate, reasoning that RMS agreed to that limit and cannot convert it into irreparable harm.
