SKF USA Inc. v. Okkerse, 2014 U.S. Dist. LEXIS 5571

Plaintiff SKF USA, Inc. (Delaware corp., principal place of business in Lansdale, PA) sues four former employees (Louisiana/Alabama residents) for breach of post‑employment confidentiality and non‑competition agreements after they left to work for a direct competitor.
Defendants signed Employee Confidentiality and Non‑competition Agreements that (1) designate Pennsylvania substantive law and (2) contain a forum‑selection clause consenting to suit in Pennsylvania courts.
Defendants moved to dismiss for lack of personal jurisdiction (Fed. R. Civ. P. 12(b)(2)), improper venue/transfer (12(b)(3) and 28 U.S.C. § 1404(a)), and failure to state a claim (12(b)(6)), arguing Louisiana law should apply and the restrictive covenants are unenforceable.
The court applied Pennsylvania choice‑of‑law rules (Klaxon/Kruzits) and found Pennsylvania law governs because Pennsylvania has a substantial relationship (SKF’s principal place of business) and Louisiana did not show a materially greater interest.
The court enforced the forum‑selection clause: it found no fraud/overreaching, no unreasonable inconvenience, and held defendants consented to Pennsylvania jurisdiction and venue.
On the merits, the court declined to dismiss under Rule 12(b)(6): Plaintiff’s complaint plausibly alleges adequate consideration, protectable business interests (trade secrets, goodwill), and geographic scope could be reasonable given defendants’ duties — factual development required.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Choice of law	Enforce contract clause selecting Pennsylvania law (SKF HQ in PA)	Louisiana public policy bars forum/choice‑of‑law and non‑compete clauses; Louisiana law should apply	Pennsylvania law governs; Louisiana did not show materially greater interest to override clause
Personal jurisdiction	Forum‑selection clause constitutes consent to PJ in Pennsylvania	Lack of minimum contacts with PA; forum clause invalid	Forum clause valid and enforceable; court has personal jurisdiction over defendants
Venue / Transfer	Forum clause makes venue proper in E.D. Pa.; private‑interest factors favor PA	Venue improper; alternatively transfer to E.D. La for convenience	Venue proper in E.D. Pa.; §1404(a) transfer denied because parties contracted to litigate in PA and public factors do not favor transfer
Failure to state claim (enforceability of covenants)	Complaint alleges adequate consideration, protectable trade secrets/goodwill, and factual record will show reasonableness	Agreements lack new consideration, are unnecessary to protect SKF, and have no geographic limitation so unenforceable	Denied dismissal; allegations are plausible and factual development required to assess consideration, necessity, and geographic scope

Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (federal courts apply forum state choice‑of‑law rules)
Kruzits v. Okuma Mach. Tool, Inc., 40 F.3d 52 (3d Cir. 1994) (Pennsylvania enforces contractual choice‑of‑law provisions when state has substantial relationship)
M/S Bremen v. Zapata Off‑Shore Co., 407 U.S. 1 (forum‑selection clauses are prima facie valid)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (minimum contacts and fair play for specific jurisdiction)
Atl. Marine Constr. Co. v. U.S. Dist. Ct., 134 S. Ct. 568 (when a valid forum‑selection clause exists, private‑interest §1404(a) factors are deemed to favor the contractual forum)
Victaulic Co. v. Tieman, 499 F.3d 227 (3d Cir. 2007) (scope of protectable employer interests and enforceability of non‑competition covenants)
Ashcroft v. Iqbal, 556 U.S. 662 (pleading standard — plausibility)
Bell Atl. Corp. v. Twombly, 550 U.S. 544 (pleading standard)
Jumara v. State Farm Ins. Co., 55 F.3d 873 (3d Cir. 1995) (private and public factors for §1404(a) transfers)