106 N.E.3d 556
Mass.2018Background
- Oxford (Mass.-headquartered staffing firm) employed Hernandez in its Campbell, CA office; he signed a confidentiality, nonsolicitation, and noncompetition agreement requiring Massachusetts law and Massachusetts courts for disputes.
- Agreement restricted use/disclosure of broad "Confidential Information," barred solicitation of Oxford customers/contractors for 12 months after termination, but did not bar postemployment competition per se.
- Hernandez left Oxford for MindSource (a California competitor) and Oxford alleged he used confidential information to solicit California clients; Oxford sued in Massachusetts Superior Court.
- Hernandez moved to dismiss on forum non conveniens grounds, arguing the forum clause and choice-of-law provision should not prevent dismissal; the trial judge dismissed without prejudice, finding California law governs and Massachusetts forum clause unenforceable.
- Massachusetts Supreme Judicial Court affirmed dismissal on forum non conveniens, holding the Massachusetts choice-of-law clause was unenforceable because applying Massachusetts law would violate California public policy favoring employee mobility; the case was remanded conditioned on waiver of statute-of-limitations defenses.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of choice-of-law clause | Contracted-for Massachusetts law should govern disputes | Clause unenforceable because California has the most significant relationship and Massachusetts law would contravene California public policy | Choice-of-law clause unenforceable as to substantive law; California law applies |
| Effect of forum-selection clause on forum non conveniens motion | Forum clause bars dismissal; plaintiff's choice of forum should be respected | Forum clause does not preclude forum non conveniens motion; public and private interests favor California | Forum clause does not preclude dismissal on forum non conveniens; defendant may move to dismiss |
| Forum non conveniens balance | Massachusetts is appropriate under contract clause; plaintiff's forum choice merits deference | Private (witnesses, evidence, location) and public (California's strong interest) factors favor California | Trial judge did not abuse discretion dismissing for forum non conveniens; dismissal conditioned on waiver of SOL defenses |
| Entitlement to appellate fees for frivolous appeal | Not applicable | Appeal was frivolous; fees sought | Appeal not frivolous; no appellate fees awarded |
Key Cases Cited
- McInnes v. LPL Fin., LLC, 466 Mass. 256 (2013) (contracts of adhesion enforceable unless unconscionable or contrary to public policy)
- Bushkin Assocs., Inc. v. Raytheon Co., 393 Mass. 622 (1985) (choice-of-law: most significant relationship test)
- Hodas v. Morin, 442 Mass. 544 (2004) (upholding parties' chosen law unless contrary to public policy)
- Boulanger v. Dunkin' Donuts Inc., 442 Mass. 635 (2004) (Massachusetts standard for enforceability of noncompetition agreements)
- Gianocostas v. Interface Group-Mass., Inc., 450 Mass. 715 (2008) (standard of review and framework for forum non conveniens)
- W.R. Grace & Co. v. Hartford Acc. & Indem. Co., 407 Mass. 572 (1990) (forum non conveniens factors; plaintiff's forum choice rarely disturbed)
- Atlantic Marine Constr. Co. v. U.S. Dist. Court, 571 U.S. 49 (2013) (federal-law analysis: forum-selection clauses generally preclude forum non conveniens objections to private-interest factors)