323 F. Supp. 3d 646
D.N.J.2018Background
- Plaintiffs are eight truckers (Pennsylvania and Rhode Island residents) who entered Independent Contractor/Lessor agreements with New Jersey corporations National Freight, Inc. and NFI Interactive Logistics, Inc., and made multi-state deliveries (including to Trader Joe’s) from Pennsylvania warehouses.
- Plaintiffs sued for wage-law violations (Massachusetts Wage Act), unjust enrichment, and quantum meruit, alleging misclassification as independent contractors and unlawful wage deductions; they moved for a declaratory ruling that New Jersey law governs their claims.
- Contracts contained choice-of-law clauses selecting New Jersey law; some agreements limited the clause to interpretation/performance of the agreement and forum selection in New Jersey.
- The court held briefing and oral argument on whether contractual clauses or Restatement choice-of-law rules require application of New Jersey law to the non-contractual statutory and quasi-contract claims.
- The court concluded the contractual clauses were not broad enough to automatically govern the statutory misclassification/wage claims, but under New Jersey’s Restatement-based ‘‘most significant relationship’’ analysis New Jersey nonetheless has the predominant relationship and its law should apply.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the contract choice-of-law clause require New Jersey law for Plaintiffs’ statutory wage and quasi-contract claims? | Choice-of-law language selecting New Jersey governs related statutory and quasi-contract claims. | Clauses are narrow (governing interpretation/performance of the agreement) and do not encompass non-contractual wage/misclassification claims. | Clause is narrow; it does not by its terms control the non-contractual wage claims. |
| If contract clauses do not control, what law applies to statutory wage claims (choice-of-law)? | New Jersey law should apply (Plaintiffs also seek NJ law). | Plaintiffs’ home states (RI/PA) or Pennsylvania (warehouse operations) have stronger interests; New Jersey law should not govern out-of-state workers. | Under Restatement §145/§6, New Jersey has the most significant relationship and New Jersey law applies. |
| What law applies to unjust enrichment/quantum meruit (quasi-contract) claims? | Same as statutory claims; New Jersey should apply. | Defendants argued §187 and contractual choice-of-law support New Jersey as the governing law. | Applying Restatement §221 and §6 factors, New Jersey law applies to quasi-contract claims. |
| Effect on pending motions (summary judgment; amendment)? | (N/A) Plaintiffs sought to amend to assert NJ claims. | (N/A) Defendants had filed summary judgment under prior (MA) law. | Court dismissed those motions without prejudice and allowed refiling under New Jersey law per the existing schedule. |
Key Cases Cited
- Collins v. Mary Kay, Inc., 874 F.3d 176 (3d Cir. 2017) (use New Jersey choice-of-law rules to interpret contractual provisions in a New Jersey-filed diversity action)
- Instructional Systems, Inc. v. Computer Curriculum Corp., 130 N.J. 324 (N.J. 1992) (New Jersey follows Restatement §187 on enforcement of contractual choice-of-law clauses)
- Moon v. Breathless Inc., 868 F.3d 209 (3d Cir. 2017) (contractual clauses limited to the agreement do not encompass separate statutory wage claims)
- Black Box Corp. v. Markham, [citation="127 F. App'x 22"] (3d Cir. 2005) (choice-of-law language stating an agreement is governed by a state can be construed narrowly to apply only to the contract itself)
- Nedlloyd Lines B.V. v. Superior Court, 3 Cal.4th 459 (Cal. 1992) (broader construction: a governing-law clause may cover all causes arising from or related to the agreement under California law)
- Crescent Int'l, Inc. v. Avatar Communities, Inc., 857 F.2d 943 (3d Cir. 1988) (claims that implicate the contract’s terms fall within forum/choice clauses)