Fair Isaac Corporation v. Michael Gordon, Callcredit Information Group Limited
A16-274
| Minn. Ct. App. | Dec 27, 2016Background
- FICO (Delaware corp., CA HQ) sued former employee Michael Gordon and his new employer Callcredit (UK company) for breach of Gordon’s proprietary information and inventions agreements (PIIAs) and for inducing those breaches.
- Gordon had signed PIIAs with Minnesota forum-selection clauses designating Hennepin County courts; Callcredit knew of those PIIAs before hiring him.
- FICO alleges Gordon used FICO confidential information to solicit FICO employees to join Callcredit beginning November 2014.
- Callcredit moved to dismiss for lack of personal jurisdiction; the district court denied the motion under the “closely related” doctrine (nonparty bound by signatory’s forum clause when closely related to the dispute).
- The court of appeals affirmed, applying C.H. Robinson v. FLS Transportation and holding Callcredit could reasonably foresee being haled into Minnesota court given its role and alignment with Gordon.
- A dissent argued Callcredit did not voluntarily associate with Gordon in litigation and thus should not be bound by the forum-selection clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a nonsignatory (Callcredit) can be bound by an employee’s forum-selection clause under the "closely related" doctrine | FICO: Callcredit induced breaches and was so closely related to the contractual dispute that it should foresee being bound by Minnesota forum clause | Callcredit: Traditional agency/contract principles and British law limit binding nonsignatories; FLS should be overruled | Affirmed: Court applied the closely related doctrine and found a prima facie showing of consent to jurisdiction |
| Whether British or international-law concerns prevent applying the doctrine to a UK company | FICO: Callcredit’s knowledge of PIIAs and induced breach made U.S. litigation foreseeable | Callcredit: European law and Daimler suggest limited jurisdictional reach for foreign corporations | Rejected: Court distinguished Equitas and found Callcredit’s conduct and knowledge put it on notice |
| Whether recent U.S. Supreme Court personal-jurisdiction cases require overruling FLS | FICO: FLS remains good law for forum-selection enforcement against closely related nonsignatories | Callcredit: Goodyear, Daimler, J. McIntyre, Walden undermine FLS’s viability | Rejected: Those cases do not address forum-selection clauses/nonsignatories and do not compel overruling FLS |
| Whether treating forum-selection clauses differently than arbitration clauses requires reversal | FICO: Forum clauses can be enforced against closely related nonsignatories | Callcredit: Inconsistent with arbitration jurisprudence; creates unfair disparity | Rejected: Court found no precedent requiring identical treatment and no compelling reason to overturn FLS |
Key Cases Cited
- C.H. Robinson Worldwide, Inc. v. FLS Transportation, 772 N.W.2d 528 (Minn. App. 2009) (adopting the "closely related" doctrine to bind nonsignatories to forum-selection clauses)
- Medtronic, Inc. v. Endologix, Inc., 530 F. Supp. 2d 1054 (D. Minn. 2008) (discussing foreseeability as basis to bind a third party to a forum-selection clause)
- Rykoff–Sexton, Inc. v. American Appraisal Associates, Inc., 469 N.W.2d 88 (Minn. 1991) (consent is a basis for personal jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (valid forum-selection clauses can establish personal jurisdiction)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (U.S. 1980) (foreseeability in due-process analysis for specific jurisdiction)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (U.S. 2011) (limits on general jurisdiction over foreign subsidiaries)
- Daimler A.G. v. Bauman, 134 S. Ct. 746 (U.S. 2014) (clarifying scope of general jurisdiction for foreign corporations)
- J. McIntyre Machinery, Ltd. v. Nicastro, 564 U.S. 873 (U.S. 2011) (plurality) (limits on asserting jurisdiction based on stream-of-commerce conduct)
- Walden v. Fiore, 134 S. Ct. 1115 (U.S. 2014) (specific-jurisdiction analysis requires defendant’s own contacts with the forum)