Computer Sciences Corporation v. Cognizant Technology Solutions U.S. Corporation
3:15-cv-00267
D. Nev.Nov 18, 2015Background
- CSC sues Maguire and Cognizant for breach of contract, tortious interference, fiduciary duties, aiding and abetting, and concert of action; claims arise from Maguire's CSC employment and post-employment activities.
- Maguire signed a non-competition/non-solicitation agreement in 2013 with CSC, including confidentiality, non-solicitation, and non-competition provisions.
- During employment, Maguire entered into five stock option award agreements containing recoupment/forfeiture provisions tied to covenant violations and including a forum selection clause for Nevada state courts.
- After termination, CSC and Maguire executed a November 6, 2014 letter agreement modifying covenants, with a merger clause and a forum clause linking disputes to Virginia courts.
- Defendants move to dismiss under 28 U.S.C. § 1404(a) arguing Virginia is the proper forum; CSC alternatively seeks transfer to the District of Virginia.
- Court holds the Virginia forum clause in the 2014 letter governs and supersedes prior stock option forum clauses; transfer to Virginia is appropriate, and dismissal is improper.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the 2014 Virginia forum clause govern all claims? | CSC argues the clause covers only the letter agreement claims. | Maguire/Cognizant contend the clause governs all related disputes. | Yes; the clause governs all claims arising out of or relating to the agreement. |
| Does the merger clause extinguish earlier forum clauses in stock option agreements? | Stock option clauses remain applicable to their disputes. | Merger clause supersedes prior agreements. | Merger clause supersedes and extinguishes earlier forum clauses. |
| Should the case be dismissed or transferred under 1404(a) given a valid forum clause? | Dismissal may be appropriate if the Virginia forum is mandatory. | Transfer is proper; Atlantic Marine permits enforcing forum clause via transfer when within federal system. | Dismissal is inappropriate; transfer to Virginia is proper. |
| What is the proper Virginia district for transfer? | Falls Church location supports transfer to the Western District of Virginia. | Either Virginia district is acceptable; division does not matter. | Transfer to the Eastern District of Virginia is appropriate. |
| Do public-interest factors defeat transfer given a valid forum clause? | Public factors weigh against transfer due to plaintiff's Virginia ties. | Public factors do not outweigh the forum clause; transfer should occur. | Public factors do not defeat transfer; extraordinary circumstances not shown. |
Key Cases Cited
- Atlantic Marine Construction Co., Inc. v. United States Dist. Court, 134 S. Ct. 568 (2013) (enforces forum-selection clauses via § 1404(a) when the alternative forum is within the federal system)
- Doe 1 v. AOL LLC, 552 F.3d 1077 (9th Cir. 2009) (clarifies interpretation of forum-selection clauses and related procedures)
- Ravelo Monegro v. Rosa, 211 F.3d 509 (9th Cir. 2000) (§ 1404(a) as a substitute for forum non conveniens within the U.S.)
- Lueck v. Sundstrand Corp., 236 F.3d 1137 (9th Cir. 2001) (lists public factors for venue and forum transfer analysis)