Depuy Synthes Sales, Inc. v. Edwards
23 F. Supp. 3d 472
E.D. Pa.2014Background
- Synthes, a Massachusetts-based medical device manufacturer, sues former California employee Edwards for breach of restrictive covenants in a 2009 employment agreement; Edwards resigned in 2013 to join Stryker and sued Synthes in California challenging covenants under California law; Synthes seeks to enforce Pennsylvania-law forum and clause and to prevent Edwards’s California action; Edwards moves to dismiss, transfer, or stay based on first-filed rule, personal jurisdiction, venue, transfer, and failure to state a claim; Pennsylvania law governs the choice-of-law provision; the 2009 agreement contains a Pennsylvania governing law and exclusive Pennsylvania forum selection clause; theCalifornia action remains pending with limited development in this court; this court held hearings and expedited discovery on injunctive relief.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the first-filed rule requires dismissal or transfer | California action is first-filed but equitable considerations favor Pennsylvania. | California action should be preferred due to first filing. | Denied; court retains action in Pennsylvania. |
| Whether personal jurisdiction and venue exist given the forum clause | Consent via the forum clause subjects Edwards to PA courts. | Forum clause invalid or insufficient to confer jurisdiction/venue. | Denied; Edwards consented to PA jurisdiction and venue. |
| Whether § 1404 transfer to California is appropriate | Transfer to California would be more convenient. | Forum clause weighs against transfer; public factors insufficient. | Denied; forum clause controls, no transfer. |
| Whether California law governs and whether Synthes can state a claim | Choice of Pennsylvania law supports claim enforceability. | California law should apply due to Edwards’s location and conduct. | Pennsylvania law applies; California-law failure to state a claim denied. |
| Whether the complaint states a claim under Pennsylvania law given the choice-of-law clause | Pennsylvania law applies; motion to dismiss denied. |
Key Cases Cited
- E.E.O.C. v. Univ. of Pennsylvania, 850 F.2d 969 (3d Cir. 1988) (flexible application of first-filed rule; equity governs)
- Atlantic Marine Const. Co., Inc. v. U.S. Dist. Court for W. Dist. of Texas, 134 S. Ct. 568 (2013) (forum-selection clause controls transfer analysis; public-interest factors limited)
- Jumara v. State Farm Ins. Co., 55 F.3d 873 (3d Cir. 1995) (forum-selection clauses are prima facie valid; if valid, deem influential)
- Foster v. Chesapeake Ins. Co., Ltd., 933 F.2d 1207 (3d Cir. 1991) (enforcement of forum-selection clauses; reasonableness standard)
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum-selection clauses; unreasonableness exceptions)
- SKF USA Inc. v. Okkerse, 992 F. Supp. 2d 432 (E.D. Pa. 2014) (consent via forum clause; venue/jurisdiction governed by clause)
- Neifeld v. Steinberg, 438 F.2d 423 (3d Cir. 1971) (consent to jurisdiction and venue via forum clause)
- Dentsply Int’l Inc. v. Benton, 965 F. Supp. 574 (M.D. Pa. 1997) (mass signing context; enforceability of forum clause)
- Kruzits v. Okuma Mach. Tool., Inc., 40 F.3d 52 (3d Cir. 1994) (choice-of-law with substantial relationship; enforce contract terms)