Emerson Electric Co. v. Ceasar, 4:25-cv-01312

Emerson sues Ceasar in the Eastern District of Missouri seeking to enforce non‑competition, confidentiality, and related rights.
Ceasar, a Texas resident, allegedly resigned from Emerson to join Endress+Hauser, a direct competitor.
Emerson alleges Ceasar signed a stock‑unit agreement (RSU) containing a forum‑selection clause.
Emerson seeks injunctive relief and a TRO while pursuing claims for breach of contract, MUTSA, unfair competition, and injunctive relief.
Ceasar challenges personal jurisdiction, arguing he did not sign the RSU Agreement; Emerson relies on the RSU as consent to jurisdiction.
The court held Ceasar consented to jurisdiction via the RSU’s forum‑selection clause and denied the 12(b)(2) motion.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the RSU Agreement contains a valid forum‑selection clause.	Emerson argues Ceasar consented to EDMo.’s jurisdiction via the clause.	Ceasar contends he did not sign the RSU Agreement.	Yes; the clause is valid and Ceasar’s consent is shown.
Whether there is sufficient evidence that Ceasar accepted the RSU terms.	Evidence shows Ceasar reviewed and accepted the RSU electronically.	Ceasar denies signing and argues lack of demonstrable acceptance.	Evidence supports mutual assent and electronic acceptance.
Which law governs contract formation and its effect on jurisdiction.	Missouri law applies; outcome same under Texas law.	Texas law should apply; disputes over contract formation.	Outcome is the same under either Missouri or Texas law.
Whether the RSU Agreement constitutes a contract that subjects Ceasar to jurisdiction.	RSU acceptance forms contract including forum clause.	No clear proof of contract formation; Ceasar did not assent.	Contract formed; Ceasar is subject to jurisdiction.

M/S Bremen v. Zapata Off–Shore Co., 407 U.S. 1 (U.S. 1972) (forum‑selection clauses are prima facie valid and controlling absent strong contrary showing)
M.B. Restaurants, Inc. v. CKE Restaurants, Inc., 183 F.3d 750 (8th Cir. 1999) (forum selection clauses are prima facie valid and enforceable)
Dominium Austin Partners, L.L.C. v. Emerson, 248 F.3d 720 (8th Cir. 2001) (consent to personal jurisdiction via a contract with a forum clause)
K-V Pharmaceutical Co. v. J. Uriach & CIA, S.A., 648 F.3d 588 (8th Cir. 2011) (forum‑selection and consent principles applied in jurisdiction analysis)
Aerotek, Inc. v. Boyd, 624 S.W.3d 199 (Tex. 2021) (electronic contract formation evidenced by security procedures and acceptance)
Parker Drilling Co. v. Romfor Supply Co., 316 S.W.3d 68 (Tex. App. 2010) (contract formation elements under Texas law)