Jurisdiction – Forum selection clause – Non-compete

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Where a Massachusetts company brought suit alleging that the defendant, who previously worked in California for the plaintiff, breached a confidentiality, nonsolicitation and noncompetition agreement, a Superior Court judge did not err in dismissing the complaint under the doctrine of forum non conveniens.

“The defendant was employed in California by the plaintiff company, which is headquartered in Massachusetts. As a condition of employment, he signed a confidentiality, nonsolicitation, and noncompetition agreement (agreement) that declared that the agreement would be governed by the laws of Massachusetts and that all lawsuits arising from the agreement would be brought in a Massachusetts court. After the employee left to work for a competitor in California, and allegedly violated the nonsolicitation and confidentiality provisions of the agreement in performing his new job, his prior employer filed suit against the employee in the Massachusetts Superior Court. The issue on appeal is whether the judge abused his discretion by allowing the employee’s motion to dismiss on the ground of forum non conveniens.

“We conclude that the Massachusetts choice of law provision in the agreement is not enforceable, where California substantive law would apply under our choice of law principles, and where the application of Massachusetts substantive law would violate the fundamental public policy of California favoring open competition and employee mobility. We also conclude that the Massachusetts forum selection provision in the agreement does not bar the employee from moving to dismiss on the ground of forum non conveniens. Finally, we conclude that the judge did not abuse his discretion in deciding, after consideration of the relevant private and public concerns, that in the interest of substantial justice this action should be dismissed on the ground of forum non conveniens so that the case can be resolved in a California court.”

Oxford Global Resources, LLC v. Hernandez (Lawyers Weekly No. 10-153-18) (30 pages) (Gants, C.J.) Motion to dismiss heard by Salinger, J., in Superior Court. David G. Thomas, of Greenberg Traurig, for the plaintiff; Barry S. Scheer and Lisa M. Scalisi, both of Parker Scheer, for the defendant; Philip J. Gordon and Benjamin Flam, both of the Gordon Group, submitted a brief for Massachusetts Employment Lawyers Association, amicus curiae (Docket No. SJC-12439) (Sept. 7, 2018).

Click here to read the full text of the opinion (corrected version issued March 2019).