858 F.3d 383
6th Cir.2017Background
- Ridgeway worked for Stryker (Michigan-based) as a sales rep in Louisiana from 2001–2013 and signed Stryker’s form non-compete (one-year restriction, customer and employee non-solicit; Michigan choice-of-law and forum clauses).
- Stryker fired Ridgeway in 2013 after learning he was negotiating employment with Biomet; Ridgeway then worked for Biomet within his former Louisiana territory (through Stone Surgical, his LLC).
- Stryker sued in the Western District of Michigan for breach of contract, breach of fiduciary duty, and trade-secret misappropriation; jury returned verdict for Stryker and awarded damages.
- Ridgeway challenged enforcement of the non-compete, personal jurisdiction, choice of law, evidentiary exclusions (privileged Stryker emails), and sought adverse-inference instruction over Stryker’s use of a form non-compete in its complaint.
- District court enforced the Michigan forum clause, applied Michigan law under the parties’ choice-of-law clause, excluded certain Stryker emails as privileged (rejecting crime-fraud and waiver arguments), and denied an adverse-inference instruction; Sixth Circuit affirmed.
Issues
| Issue | Plaintiff's Argument (Ridgeway) | Defendant's Argument (Stryker) | Held |
|---|---|---|---|
| Enforceability of forum-selection clause / personal jurisdiction | Clause unenforceable; Michigan lacks jurisdiction | Ridgeway consented via forum-selection clause; Michigan law enforces such clauses | Forum-selection clause enforceable; personal jurisdiction in Michigan proper; waiver of challenge |
| Choice of law (Michigan vs. Louisiana) | Louisiana law should govern; Louisiana has strongest relationship and stronger policy against non-competes | Parties agreed to Michigan law; Michigan also has significant interest (Stryker HQ) | Applied Michigan law; Louisiana’s interest not materially greater to defeat parties’ choice under Restatement §187(2)(b) |
| Authenticity / evidentiary sanctions for Stryker’s use of form non-compete | Stryker fabricated or misrepresented the agreement; seek adverse-inference instruction | Stryker had no obligation to preserve the original signed agreement for 12 years; no spoliation showing | No adverse-inference instruction; district court did not abuse discretion |
| Privilege and crime-fraud exception for internal Stryker emails | Emails (inadvertently produced) show fraud and waive privilege; crime-fraud exception applies | Emails privileged; Ridgeway failed to make prima facie showing of fraud or to show Stryker put privilege at issue | Exclusion of emails upheld; crime-fraud exception not shown; waiver argument forfeited below |
Key Cases Cited
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (choice-of-law in diversity actions follows forum state rules)
- Zolin v. United States, 491 U.S. 554 (crime-fraud exception standard for privileged communications)
- Preferred Capital, Inc. v. Sarasota Kennel Club, Inc., 489 F.3d 303 (state law governs enforceability of forum-selection clauses in diversity cases)
- Preferred Capital, Inc. v. Associates in Urology, 453 F.3d 718 (consent to personal jurisdiction via forum-selection clause)
- Newberry v. Silverman, 789 F.3d 636 (de novo review of choice-of-law and forum-selection clauses)