Jurisdiction – Forum non conveniens – Former employees

Listen to this article

Where the defendant former employees of the plaintiff Massachusetts corporation have moved to dismiss a complaint in which the plaintiff alleges misappropriation of confidential information and violations of a non-solicitation clause in the individual defendants’ employment agreements with the plaintiff, the motion should be denied because the doctrine of forum non conveniens does not apply.

“In support of their Motion, the defendants point out that at all relevant times, the former employees worked and resided in California. Before their departure in September of this year, they worked for [plaintiff] Boston Scientific’s sale team in the Los Angeles area; they currently work for Nuvectra, a competitor of Boston Scientific, as part of its sales team in the same geographical region. Relying on G.L.c. 223 section5A, the defendants argue that ‘the interest of substantial justice’ supports dismissal of this action because the balance of private and public concerns favor a California forum. … In particular, they argue that California’s strong policy against the enforcement of restrictive covenants suggests that this case is best decided in a California forum. This Court is not convinced.

“… [E]ach of the employment agreements designates Massachusetts as an appropriate forum. Indeed, in one of the three agreements, it is exclusive to Massachusetts. Massachusetts courts routinely honor such clauses, as does California. …

“Defendants argue that these forum selection clauses should not be enforced because they are manifestly unfair. This Court disagrees. The plaintiff correctly notes that Boston Scientific is based in Massachusetts and that Massachusetts therefore has some interest in deciding the rights and obligations of those employed by a Massachusetts-based company. The individual defendants agreed to the forum selection clause when they accepted employment with Boston Scientific; there is nothing before the Court to suggest that these are contracts of adhesion. In this age of electronic discovery and videotaped depositions, travel to collect information before trial is not as necessary so that the burden of litigating in Massachusetts will not be particularly onerous.

“Also relevant is the fact that the employment agreements at issue require that Massachusetts law be applied to this dispute, thus enhancing ‘the desirability of the trial of a case in a forum that is at home with the governing law.’ W.R. Grace & Co., v. Hartford Accident & Indemnity Co., 407 Mass. 572, 580 (1980). Defendants contend that this Court should disregard this choice of law provision. … Defendants argue that application of Massachusetts law would be contrary to the ‘fundamental policy’ of California, which prohibits the enforcement of noncompetition agreements. This Court agrees with Boston Scientific that defendants have mischaracterized what is at issue in this case, however.

“The Introduction of the Complaint states that it is based on the individual defendants’ misappropriation of confidential information and their alleged ”poaching’ of Boston Scientific employees. On these issues, California and Massachusetts law are not all that different. … This case is therefore distinguishable from Oxford Global Resources, LLC v. Hernandez, 34 Mass.L.Rptr. 266, 2017 WL 2623137 (2017) (Salinger, J.). In Oxford, the court (Salinger, J.) declined to enforce the choice of law provision mandating the application of Massachusetts law where the plaintiff employer was seeking to enforce a noncompetition agreement against a former employee who worked and resided in California. Here, there is no attempt (at least directly) to prevent the individual defendants from actually working for Nuvectra. Therefore, the contrast between the laws of the two states with regard to the relevant issues is less striking.”

            Boston Scientific Corporation v. Takahashi, et al. (Lawyers Weekly No. 09-060-17) (4 pages) (Sanders, J.) (Suffolk Superior Court) (Civil Action No. 2017-02976 BLS2) (Dec. 5, 2017).