United States District Court, N.D. California
RYAN A. EDWARDS, Plaintiff,
DEPUY SYNTHES SALES, INC., a Massachusetts corporation, as successor in interest to SYNTHES MAXILLOFACIAL, INC., Defendant.
ORDER GRANTING MOTION TO TRANSFER; DENYING MOTION TO DISMISS (Docket Nos. 12, 31)
CLAUDIA WILKEN, District Judge.
Plaintiff Ryan Edwards brings this declaratory judgment action against his former employer, Defendant DePuy Synthes Sales, Inc. Defendant moves to transfer or dismiss. Plaintiff opposes both motions. After considering the parties' submissions and oral argument, the Court grants the motion to transfer and denies the motion to dismiss.
Synthes is a medical device company incorporated in Massachusetts and headquartered in Pennsylvania. In August 2008, it hired Edwards to work as an associate sales consultant in California. At the time of his hiring, Edwards signed a "Confidentiality, Non-Solicitation and Non-Competition Agreement" which contained a "Choice of Law and Forum" provision that reads as follows:
This agreement will be governed by Pennsylvania law applicable to contracts entered into and performed in Pennsylvania. I agree that this agreement shall exclusively be enforced by any federal or state court of competent jurisdiction in the Commonwealth of Pennsylvania and hereby consent to the personal jurisdiction of these courts.
Docket No. 7, First Am. Compl. (1AC), Ex. A, at 6.
In November 2009, Edwards was promoted to sales consultant. As a condition of receiving the promotion, he signed a new "Confidentiality, Non-Solicitation and Non-Competition Agreement, " which contained the same choice-of-law and forum-selection provision as the August 2008 agreement. 1AC, Ex. B, at 7.
Edwards continued working as a sales consultant for Synthes until December 31, 2013, when he resigned from his position and notified the company that he had accepted a position with Stryker Corporation, one of Synthes's competitors. On the day of his resignation, Edwards filed his complaint in this action, seeking declaratory judgment that the non-competition provisions of his August 2008 agreement are not enforceable under California law.
One week later, on January 8, 2014, Synthes filed an action in the Eastern District of Pennsylvania, alleging that Edwards breached the November 2009 non-competition agreement and a 2008 non-disclosure agreement by accepting a position with a competitor. Synthes moved that court for a preliminary injunction to prevent Edwards from violating both of those agreements.
On January 10, 2014, two days after Synthes filed its complaint and preliminary injunction motion in Pennsylvania, Edwards amended his complaint in this action. Specifically, he amended his prayer for relief to make clear that he is seeking declaratory judgment that the August 2008 and November 2009 non-competition agreements are both unenforceable.
In February 2014, Edwards moved to dismiss the Pennsylvania action or, in the alternative, transfer it to this district. While that motion was pending, Synthes filed the instant motions to dismiss or transfer in the present action.
On May 15, 2014, the Hon. William Yohn of the Eastern District of Pennsylvania denied Edwards' motion to dismiss or transfer. He reasoned that the November 2009 agreement's forum-selection clause required that any disputes concerning the agreement be litigated in Pennsylvania. Furthermore, he noted, the Pennsylvania action had proceeded further than the present action because "substantial evidence ha[d] been developed in [that] case in connection with Synthes's motion for a preliminary injunction, including a completed period of expedited discovery and two days of sworn testimony before the court." Depuy Synthes Sales, Inc. v. Edwards, Civil Case No. 14-0102, Docket No. 44, slip. op. at 8 (E.D. Pa. May 15, 2014) (May 15, 2014 E.D. Pa. Order). Citing these "equitable considerations, " Judge Yohn concluded that it would be improper to dismiss or transfer the action to this district. Id. at 5.
I. Motion to ...