167 F. Supp. 3d 868
E.D. Mich.2016Background
- Delphi Automotive employed Absmeier in various roles since 1999, culminating as Director of Delphi Labs @ Silicon Valley (2014).
- Absmeier signed Confidentiality and Noninterference Agreements (June 27, 2014; March 5, 2015) restricting post-employment competition and disclosure of confidential information.
- Plaintiff alleges Absmeier terminated to join Samsung and misappropriated trade secrets, with alleged downloads of Delphi files to external drives and Dropbox.
- Defendant contends the downloads were for regular backups or personal files, and that any transfers were controlled or permitted during exit.
- Plaintiff seeks a preliminary injunction to enforce restrictive covenants, protect confidential information, and return Plaintiff’s property; court grants the motion after a hearing (Feb. 28, 2016).
- Court analyzes choice-of-law and grants injunctive relief based on a modified Michigan-law approach to Restrictive Covenants.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of law governing the non-compete | New York law should apply (uniformity, NY trade, stock listing) | New York has no substantial relationship; California/other links prevail | New York law invalid; Michigan law applies to the contract analysis |
| Likelihood of success on the contract claim after modification | Non-compete reasonable if limited to autonomous vehicle tech | Original broad or global scope invalid | Modified Michigan non-compete reasonable; strong likelihood on breach of contract claim |
| Likelihood on misappropriation and fiduciary claims | Actual/potential misappropriation of trade secrets and fiduciary breach | No specific misappropriation identified; inevitable disclosure not adopted in Michigan | Common-law MIS preempted; MUTSA claim not shown; fiduciary claim lacking sufficient facts; overall likelihood limited |
Key Cases Cited
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (U.S. 1941) (apply forum state choice-of-law rules in diversity cases)
- Chrysler Corp. v. Skyline Indus. Servs., Inc., 448 Mich. 113 (1995) (restatement of conflicts; consider state interests and expectations)
- First Nat. City Bank v. Banco Para El Comercio Exterior de Cuba, 462 U.S. 611 (U.S. 1983) (place of performance and incorporation considerations in choice of law)
- Bajorek, 191 F.3d 1033 (9th Cir. 1999) (uniform law interest for stock option agreements across jurisdictions)
- Mill’s Pride, Inc. v. Cont’l Ins. Co., 300 F.3d 701 (6th Cir. 2002) (balance of contacts under Rest.2d §188 guiding choice of law)
- Wysong Corp. v. M.I. Indus., 412 F. Supp. 2d 612 (E.D. Mich. 2005) (MUTSA preempts common-law trade-secret claims)
- Actuator Specialties, Inc. v. Chinavare, 2011 WL 6004068 (Mich. Ct. App. 2011) (inevitable-disclosure theory not adopted in Michigan)