Full Opinion

United States Court of Appeals For the Eighth Circuit ___________________________ No. 26-1632 ___________________________ Cemen Tech, Inc. Plaintiff - Appellee v. G.W. Van Keppel Company Defendant - Appellant ____________ Appeal from United States District Court for the Southern District of Iowa - Central ____________ Submitted: September 24, 2026 Filed: November 13, 2026 ____________ Before GRUENDER, KELLY, and KOBES, Circuit Judges. ____________ KELLY, Circuit Judge. G.W. Van Keppel Company (Van Keppel) appeals the district court’s 1 entry of a preliminary injunction in favor of Cemen Tech, Inc. Having jurisdiction under 28 U.S.C. § 1292(a)(1), we affirm. 1 The Honorable Rebecca Goodgame Ebinger, United States District Judge for the Southern District of Iowa. I. Cemen Tech manufactures equipment used to produce concrete. In 2016, it entered into a Reseller Agreement with Van Keppel that authorized Van Keppel to sell and service Cemen Tech products. The Reseller Agreement contained a publicity provision that would persist even if the contract was otherwise terminated, setting out that “[n]either party may make any public statements about the other party, or th[e] [Reseller] Agreement, without the prior consent of the other party.” In September 2025, Cemen Tech informed Van Keppel that it believed Van Keppel had failed to honor its contractual obligations and that it would terminate the Reseller Agreement if the breaches were not cured in a timely manner. Van Keppel denied the allegations of breach. Then, on January 7, 2026, Cemen Tech gave notice to Van Keppel that it had terminated the Reseller Agreement. Later in January, Cemen Tech learned that one of its customers had received the following message from a Van Keppel manager: Dear Valued Customer, We are writing to you directly because you entrusted The G.W. Van Keppel Company with the sale and support of your Cementech equipment, and you deserve clarity, honesty, and respect. After many years of successful collaboration, Cementech has unilaterally chosen to terminate its dealer relationship with Van Keppel. This decision was made by Cementech and was not the result of any failure in performance, customer support, or commitment on our part. While we strongly disagree with the basis for their decision and are actively pursuing appropriate remedies, the immediate impact is that Cementech has restricted our ability to access certain parts and perform warranty work on their behalf. We want to be very clear about what this does—and does not—mean for you. -2- Van Keppel did not step away from this relationship. We did not abandon our customers. We did not change how we do business. For 100 Years, our company has built its reputation on standing behind the equipment we sell and the customers we serve. That commitment has not changed. However, because Cementech controls proprietary parts distribution and warranty authorization, there are limitations to what we can currently provide without their cooperation. We recognize how frustrating this is, and we share that frustration. What we are doing now: • We are actively advocating for our customers for parts and warranty support. • We are working to identify alternative service pathways wherever possible to minimize downtime and disruption. • Our team remains available to advise, assist, and support you in navigating next steps with transparency and professionalism. What you can expect from us: • Honest communication—no spin, no silence. • Continued technical support and guidance to the extent we are able. • A company that will stand up for its customers, even when doing so is difficult. If you have immediate service concerns or questions about your specific equipment, we encourage you to contact your Van Keppel representative or local branch. We are committed to helping you understand your options and supporting you through this transition. We regret that this situation exists, and regret the position it places you in. Please know that Van Keppel remains steadfast in its values, its integrity, and its responsibility to the customers who have trusted us— today and for the long term. Thank you for your business, your trust, and your patience. -3- Sincerely, The G.W. Van Keppel Company (emphasis in original). Van Keppel had previously sent this message to all its employees so they “would have a better understanding of how to field . . . phone calls when a customer called [them] for service and support.” Based on this message, Cemen Tech moved for a preliminary injunction enjoining Van Keppel from making any further public statements about Cemen Tech or the Reseller Agreement without Cemen Tech’s consent. After holding a hearing and considering evidence presented by both parties, the district court granted Cemen Tech’s motion and “enjoined [Van Keppel] from making any public statements, including statements to customers, regarding either the Reseller Agreement or . . . Cemen Tech . . . without first consulting with, and receiving the permission of, Cemen Tech as required by [the publicity provision] of the Reseller Agreement.” Van Keppel timely appealed. II. “We review the district court’s decision to grant a preliminary injunction ‘for abuse of discretion, with factual findings examined for clear error and legal conclusions considered de novo.’” Sleep No. Corp. v. Young, 33 F.4th 1012, 1016 (8th Cir. 2022) (quoting Brakebill v. Jaeger, 932 F.3d 671, 676 (8th Cir. 2019)). On appeal, Van Keppel raises two issues: (1) whether Cemen Tech made a sufficient showing of irreparable harm and (2) whether the preliminary injunction was adequately tailored. We address the two issues in turn. A. Before obtaining a preliminary injunction, “the movant is required to show the threat of irreparable harm.” Dataphase Sys., Inc. v. C L Sys., Inc., 640 F.2d 109, 114 n.9 (8th Cir. 1981). To do so, “a party must show that [irreparable] harm is -4- certain and great and of such imminence that there is a clear and present need for equitable relief.” Morehouse Enters., LLC v. Bureau of Alcohol, Tobacco, Firearms & Explosives, 78 F.4th 1011, 1017 (8th Cir. 2023) (quoting Dakotans for Health v. Noem, 52 F.4th 381, 392 (8th Cir. 2022)). This threshold showing involves demonstrating that irreparable “harm is ‘not merely a possibility but is likely to occur absent preliminary injunctive relief.’” Id. (quoting Tumey v. Mycroft AI, Inc., 27 F.4th 657, 665 (8th Cir. 2022)) (citation modified). Van Keppel contends that the district court abused its discretion by finding a sufficient showing of irreparable harm. But, after carefully reviewing the evidence, we see no reversible error. The district court found that Cemen Tech had adequately demonstrated irreparable harm by establishing a risk that Van Keppel would continue to disparage Cemen Tech—and, in doing so, “harm Cemen Tech’s reputation, goodwill, and customer relationships”—absent a preliminary injunction. In making this determination, the district court found that Van Keppel’s January message contained “negative statements and implications [that] can detract from the substantial efforts Cemen Tech has previously expanded in cultivating a positive brand image.” It then reasoned that unless the court intervened, Cemen Tech would likely continue sending out similarly harmful messages on an ongoing basis. On appeal, Van Keppel argues that the January message did not and could not cause irreparable harm to Cemen Tech. But it is well-established that the “[l]oss of intangible assets such as reputation and goodwill can constitute irreparable injury.” Med. Shoppe Int’l, Inc. v. S.B.S. Pill Dr., Inc., 336 F.3d 801, 805 (8th Cir. 2003) (quoting United Healthcare Ins. Co. v. AdvancePCS, 316 F.3d 737, 741 (8th Cir. 2002)). And the district court’s conclusion that the January message—or other similar future communication—would likely harm Cemen Tech’s brand and customer relationships was supported by testimony from Cemen Tech’s CEO, Connor Deering. Perhaps Cemen Tech could have provided more detailed evidence regarding the risks of harm by, for example, showing how specific customers interpreted the January message or outlining the efforts taken by Cemen Tech to strengthen and protect its brands. Still, the district court’s determination that Cemen -5- Tech established a sufficient risk of harm was not clearly erroneous “regardless of how this court might have weighed the evidence in the first instance.” F.T.C. v. Lundbeck, Inc., 650 F.3d 1236, 1239 (8th Cir. 2011). See also Nat’l Presto Indus., Inc. v. U.S. Merchants Fin. Grp., Inc., 121 F.4th 671 (8th Cir. 2024) (“If the district court’s account of the evidence is plausible in light of the record viewed in its entirety, it is not clearly erroneous.”) (citation modified). The district court did not abuse its discretion in concluding that Cemen Tech presented sufficient evidence of the risk of irreparable harm. B. Van Keppel argues in the alternative that the district court abused its discretion by failing to issue an injunction narrowly tailored to remedy the specific irreparable harm identified by Cemen Tech. See Dakotans for Health, 52 F.4th at 392 (“A preliminary injunction ‘must be narrowly tailored to remedy only the specific harms shown by the plaintiffs, rather than to enjoin all possible breaches of the law.’”) (citation modified). According to Van Keppel, the injunction is overbroad to the extent that it limits its ability to make benign references to Cemen Tech to its clients without Cemen Tech’s consent. But Van Keppel failed to present this overbreadth argument to the district court.2 See Sensient Techs. Corp. v. SensoryEffects Flavor Co., 613 F.3d 754, 763 (8th Cir. 2010) (“Generally, we do not consider arguments raised for the first time on appeal and a party may not assert arguments not presented to the district court.”). As a result, the argument is not properly before us. The district 2 At the district court, Van Keppel argued that the breadth of the injunction would cause Van Keppel substantial harm, but it did not argue that a narrower injunction could protect Cemen Tech from irreparable harm. Nor did Van Keppel even raise the question of whether a narrower injunction was feasible. Van Keppel could have argued that Cemen Tech was not entitled to an injunction at all and, in the alternative, that the proposed injunction was not narrowly tailored to any identified irreparable harm, as Van Keppel does now on appeal. -6- court is in the best position to answer, in the first instance, the fact-intensive question of whether a narrower injunction is feasible. III. We affirm. KOBES, Circuit Judge, dissenting. I am skeptical that Cemen Tech would suffer irreparable harm without a preliminary injunction. See, e.g., Denali Summit, LLC v. Union Elec. Co., 158 F.4th 896, 899 (8th Cir. 2025) (Irreparable harm is “certain,” “great,” “imminen[t],” and “occurs when a party has no adequate remedy at law, typically because its injuries cannot be fully compensated through an award of damages.” (citations omitted)). And I respectfully disagree that Van Keppel failed to preserve its overbreadth argument. See Opp’n to Mot. for Prelim. Inj. 19 (“[T]he injunction [Cemen Tech] has requested is frightening in its breadth.”). Nor do I think that Van Keppel was required to propose an alternative preliminary injunction, which would have undermined its argument that Cemen Tech failed to prove entitlement to one at all. See Goff v. Harper, 60 F.3d 518, 520 (8th Cir. 1995) (“The burden of proving that a preliminary injunction should be issued rests entirely with the movant.”). But at the very least, enjoining Van Keppel from making any public statements without prior approval is not an injunction narrowly tailored to address any irreparable harm resulting from some future breach of contract by Van Keppel. See Progressive Techs., Inc. v. Chaffin Holdings, Inc., 33 F.4th 481, 487 n.6 (8th Cir. 2022) (“[T]he preliminary injunction here is not narrowly tailored to address the harms arising from the tortious interference.”). I would vacate the preliminary injunction. ______________________________ -7-