9th Circuit Says Forum Selection and Choice of Law in Employment Agreement Violate California Law

On March 14, 2022, the 9th Circuit affirmed the U.S. District Court for the Central District of California’s decision in DePuy Synthes Sales, Inc. v. Howmedica Osteonics Corp. and Stryker Corp., that invalidated the New Jersey forum selection clause in the employment contract of Stryker’s former sales associate as a matter of California law and denied Stryker’s motion to transfer the litigation to New Jersey. Though forum selection clauses are generally enforceable under federal law, the 9th Circuit reasoned that deference must be given to state law in determining the validity of a forum selection clause before considering whether the clause is enforceable under 28 U.S.C. § 1404(a).

The case involved a former Stryker medical device sales associate, Jonathan Waber, who was employed by Stryker in California and who signed an employment contract with Stryker without legal representation. The agreement included non-competition and non-solicitation provisions, and also included forum-selection and choice-of-law clauses requiring adjudication of contract disputes in New Jersey. After less than one year of employment with Stryker, Waber left Stryker to work for one of its competitors, DePuy. After receiving a cease-and-desist letter from Stryker, DePuy and Waber preemptively filed a declaratory judgment action in the U.S. District Court for the Central District of California against Stryker and its subsidiary, Howmedica.

Continue reading “9th Circuit Says Forum Selection and Choice of Law in Employment Agreement Violate California Law”

My House My Rules: California Reigns In Employers’ Use Of Forum-Selection and Choice-of-Law Clauses to Avoid California Law

Last week, California Governor Jerry Brown signed into law Senate Bill 1241 (“SB 1241”).  The new law (available here), which takes effect on January 1, 2017, adds section 925 to the California Labor Code (“Section 925”).  In general, Section 925 will prohibit employers from requiring California-based employees to enter into agreements requiring them to:  (1) adjudicate claims arising in California in a non-California forum; or (2) litigate their claims under the law of another jurisdiction, unless the employee was represented by counsel.  Section 925 represents a considerable limit on parties’ rights to contract and may be the end of forum-selection and choice of law provisions, currently common in employment agreements.

For years, employers based outside of California have incorporated forum-selection and/or choice-of-law provisions in agreements with their California employees.  Some employers used these provisions to create company-wide uniformity among their workforce.  Others used forum-selection and choice-of-law provisions to avoid some of California’s more rigid rules about restrictive covenants.  Whatever the motivation, forum-selection and choice-of-law provisions have become commonplace in employment and arbitration agreements.

Continue reading “My House My Rules: California Reigns In Employers’ Use Of Forum-Selection and Choice-of-Law Clauses to Avoid California Law”