Synthes USA Sales, LLC v. Harrison, 83 A.3d 242

Background

Synthes (PA) sued to enforce a 2007 Confidentiality, Non‑Solicitation and Non‑Competition Agreement against former sales consultant Peter Harrison after he left to work for Globus. Harrison lived and worked in California and promptly filed a declaratory action there.
The 2007 Agreement prohibited solicitation of Synthes customers for 12 months and contained a choice‑of‑law/forum clause: “This agreement will be governed by Pennsylvania law applicable to contracts entered into and performed in Pennsylvania.”
Chester County trial court interpreted the clause to require application of California law (concluding the clause applied only if the contract was performed in Pennsylvania) and granted/denied parts of Synthes’s preliminary injunction motion under California law.
Synthes appealed, arguing the clause plainly 선택ed Pennsylvania law and that the trial court misapplied Restatement §187 analysis and grammar rules (last antecedent rule).
The Superior Court reviewed plenarily whether the trial court misinterpreted the choice‑of‑law clause and misapplied conflicts principles, and reversed and remanded, holding the clause unambiguously qualified “Pennsylvania law” and that §187(1) controlled because the contract expressly resolved the non‑solicitation issue.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the choice‑of‑law clause selects Pennsylvania law	Clause plainly selects Pennsylvania law applicable to contracts entered into and performed in Pennsylvania; court should give plain meaning and not inquire into actual place of performance	Clause applies only if the contract is performed in Pennsylvania; Harrison performed in California so clause does not apply	Court held clause is unambiguous and the qualifying phrase limits “Pennsylvania law”; trial court erred in requiring actual performance in PA
Whether Restatement §187(1) applies to the non‑solicitation issue	§187(1) applies because the parties explicitly addressed non‑solicitation in the agreement	Trial court relied on §187(2)/§188 and applied California law instead	Court held parties could have resolved the issue explicitly; §187(1) governs and the chosen law should be applied unless an exception applies
Whether an exception under §187(2)(b) (fundamental policy of another state) defeats the parties’ choice	Pennsylvania’s interests in enforcing trade‑secret/non‑solicitation protections are strong; no fundamental policy conflict here	California public policy disfavors restrictive covenants and therefore would override the choice	Court found the trial court misapplied the conflicts analysis by never giving effect to the clear contractual choice; remanded for proper §187 analysis
Whether the lower court’s injunctive ruling should stand given misapplication of choice‑of‑law	Moving party must show likelihood of success under governing law; misapplication of law requires reversal/remand	Same	Court reversed and remanded for further proceedings because the trial court relied on an erroneous legal premise about applicable law

Key Cases Cited

Warehime v. Warehime, 860 A.2d 41 (Pa. 2004) (standard of review and plenary questions of law)
Summit Towne Ctr., Inc. v. Shoe Show of Rocky Mount, Inc., 828 A.2d 995 (Pa. 2003) (preliminary injunction standards; abuse of discretion)
Hess v. Gebhard & Co., 808 A.2d 912 (Pa. 2002) (restrictive covenants enforceability and balancing employer interest vs. right to work)
Murphy v. Duquesne Univ. of the Holy Ghost, 777 A.2d 418 (Pa. 2001) (plain‑meaning rule for unambiguous contracts)
Barnhart v. Thomas, 540 U.S. 20 (2003) (last antecedent rule and grammatical canons of construction)
Rendell v. Pa. State Ethics Comm’n, 983 A.2d 708 (Pa. 2009) (application of last antecedent rule in statutory construction)
DaimlerChrysler Corp. Healthcare Benefits Plan v. Durden, 448 F.3d 918 (6th Cir. 2006) (discussion of §187 applicability when parties could not have resolved the particular issue by contract)