• September 15, 2009

An out-of-state company hires employees from a Minnesota company (C.H. Robinson), with whom the employees had signed non-disclosure agreements and non-competition agreements. Those agreements also included a forum selection clause providing that litigation brought to enforce the terms of the agreements would be brought in court in Minnesota (state or federal). (Other defendants/former C.H. Robinson employees signed onto Minnesota “choice of law” rules, but not “forum selection” clauses. And the Canadian “new employer” did not sign on to any such provision, of course.)

The defendants argued that the Minnesota court did not have jurisdiction over them, with the stronger arguments coming, of course, from those who had not signed documents agreeing to resolve disagreements in Minnesota.

Held: Nonparties to a contract may be bound by a contractual forum-selection clause if they are closely related to the dispute such that it is foreseeable they could be bound by the clause.

Arguably, there is something logically circular when a Court’s decision hinges upon whether the Court’s decision was foreseeable. That said, one would think that the defendant “new employer” and its executives may well have had a “heads up” about their prospective employees’ agreements with their old employer and, if so, might have considered the risk, now realized, of a Twin Cities sojourn.

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