33 Mass. L. Rptr. 106
Mass. Super. Ct.2014Background
- Anaqua sues Bullard and Lecorpio to enforce the Letter Agreement and Inventions Agreement entered Feb 1, 2008, in a three-count Complaint.
- Bullard signed the agreements and, while employed as Anaqua’s Business Development Director, later rose to VP of Sales; he left Sept 20, 2013 and began with Lecorpio in Apr 2014.
- Inventions Agreement contains a 12-month post-employment non-competition and non-solicitation clause, confidentiality provisions, and a severability/choice-of-law/forum clause.
- Lecorpio announced Bullard’s hire and Anaqua alleges he will disclose or use Anaqua’s confidential information in Lecorpio’s product-management role.
- Massachusetts law governs the agreements; there is a forum-selection clause designating Massachusetts and a Massachusetts long-arm jurisdiction basis, with Lecorpio challenged on personal jurisdiction.
- Court grants partial relief: dismisses Lecorpio from the case for lack of personal jurisdiction but allows the claims against Bullard to proceed and grants a preliminary injunction against Bullard on terms described.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court has personal jurisdiction over Bullard | Bullard had MA-related duties, frequent MA contact, and a forum clause. | Lack of MA residence and insufficient MA contacts; forum not proper. | Personal jurisdiction over Bullard proper; forum clause enforced. |
| Whether the court has personal jurisdiction over Lecorpio | Lecorpio derived substantial MA revenue and had sustained MA contacts. | Lecorpio is a nonresident with limited MA presence; insufficient contacts. | Lecorpio lacks MA personal jurisdiction; dismissal granted. |
| Enforceability of forum selection and choice-of-law provisions | Massachusetts forum and law should govern post-employment restraints. | California public policy against noncompetes might undermine enforcement. | Forum and choice-of-law clauses enforceable; MA law applies. |
| Whether the complaint states a cognizable breach of contract and misappropriation claim | Bullard had confidential information and breached the noncompete by joining Lecorpio. | Insufficient specificity about trade secrets and overbreadth of restraints. | Counts I and II survive; breach and trade-secret concerns sufficiently alleged. |
| Whether to issue a preliminary injunction against Bullard | Urgent need to protect confidential information and enforce the noncompete. | Balance of harms unclear; potential hardship to Bullard; California policy concerns. | Preliminary injunction issued against Bullard for 150 days with bond; includes non-disclosure. |
Key Cases Cited
- Jacobson v. Mailboxes Etc. U.S.A., Inc., 419 Mass. 572 (Mass. 1995) (forum-selection clause fairness factors)
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (unconscionability and forum non conveniens principles)
- Cambridge Biotech Corp. v. Pasteur Sanoji Diagnostics, 433 Mass. 122 (Mass. 2000) (forum selection clause enforceability)
- Baby Furniture Warehouse Store, Inc. v. Muebles D&F Ltd.,, 75 Mass. App. Ct. 27 (Mass. App. Ct. 2009) (considerations for forum selection and enforcement)
- Daimler AG v. Bauman, 134 S. Ct. 746 (U.S. 2014) (minimum contacts and specificity in jurisdiction analysis)
- Walden v. Fiore, 134 S. Ct. 1115 (U.S. 2014) (proper focus on defendant's conduct and forum connections)
- Calder v. Jones, 465 U.S. 783 (U.S. 1984) (effects test limits on jurisdiction)
- Astro-Med., Inc. v Nihon Kohden America, Inc., 591 F.3d 1 (1st Cir. 2009) (employer-specific jurisdiction based on forum-related contacts)
- All Stainless, Inc. v. Colby, 364 Mass. 773 (Mass. 1974) (reasonableness and severability in enforcing covenants not to compete)
- Ajemian v. Yahoo!, Inc., 83 Mass. App. Ct. 565 (Mass. App. Ct. 2013) (standard for claims surviving motion to dismiss in IP/confidentiality context)
- Hodas v. Morin, 442 Mass. 544 (Mass. 2004) (choice-of-law and public policy considerations in contract interpretation)