Western Institutional Review Board, Inc. v. Jenkins
3:17-cv-05523
W.D. Wash.Apr 17, 2018Background
- WIRB (Washington-based) employed Jenkins as Director (2012), then executed a 2013 employment agreement containing a 2-year non-compete, 3-year non-solicit, and a Washington choice-of-law/venue clause.
- In December 2015 Jenkins became an independent contractor under a 2015 Contract containing 1-year restrictive covenants and an integration clause stating it superseded prior agreements; it lacked a choice-of-law/venue clause.
- Jenkins ceased work for WIRB in July 2016, moved to Texas, later formed CBS in February 2017, and did work for former WIRB clients.
- WIRB sued Jenkins in Texas state court (temporary restraining order granted; preliminary injunction denied) and later filed a federal suit in Western Washington based on the 2013 Contract.
- The Washington court stayed the federal case pending a Texas-court determination whether the 2015 Contract superseded the 2013 Contract; the Texas court held the 2015 Contract superseded the 2013 Contract, and WIRB abandoned an appeal.
- Jenkins moved to dismiss in federal court arguing (1) the 2013 Contract is superseded so breach claims fail and (2) the court lacks personal jurisdiction over Jenkins for trade-secret claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether WIRB’s breach-of-contract claim (based on 2013 Contract) is viable after the Texas ruling | The 2013 Contract remains enforceable; the 2015 Contract does not necessarily supersede it without clear language | The Texas court ruled the 2015 Contract supersedes the 2013 Contract, so the 2013 Contract is unenforceable | Dismissed — 2013 Contract superseded; breach claim fails |
| Whether Jenkins waived lack-of-personal-jurisdiction defense | Jenkins’s notice of appearance and prior motion waived his Rule 12(b)(2) defense | Jenkins timely raised personal jurisdiction in his first motion to dismiss; no waiver | Held for Jenkins — no waiver of personal-jurisdiction defense |
| Whether this court has general personal jurisdiction over Jenkins | WIRB points to Washington contacts via employment/contracts | Jenkins’s contacts were in Missouri and Texas; no continuous/systematic contacts with WA | No general jurisdiction — plaintiff failed to make prima facie showing |
| Whether this court has specific personal jurisdiction for trade-secret claims | WIRB relies on 2013 Contract’s Washington venue clause and alleged forum-related acts | The 2013 Contract is unenforceable (superseded); WIRB offers no other forum-related acts showing purposeful availment | No specific jurisdiction — misappropriation claim dismissed |
Key Cases Cited
- Doty v. Brunswick Corp., 959 F.2d 240 (9th Cir.) (a superseded agreement cannot support a breach claim)
- International Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (due-process minimum contacts standard for personal jurisdiction)
- Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797 (9th Cir.) (prima facie showing and three-part test for specific jurisdiction)
- Boschetto v. Hansing, 539 F.3d 1011 (9th Cir.) (plaintiff must meet first two prongs for specific jurisdiction; defendant then must show exercise would be unreasonable)