United Natural Foods, Inc. v. Hagen, 2010 U.S. Dist. LEXIS 82871
Case Background
This case concerns two former employees, Mr. Barclay Hope and Mr. James Hagen, of United Natural Foods. The two men worked for Albert’s Organics, a nationwide subsidiary of the Providence, Rhode Island based United Natural Foods. Mr. Hope was employed in the Los Angeles area from 1997 to December 2006 at which time he began to work as an independent consultant in the organic food industry. In May 2010 Mr. Hope accepted the position of Chief Executive Officer at Freshpack Produce, a Denver, Colorado based produce grower and shipper.
Albert’s Organics hired Mr. Hagen in March 2003 upon the recommendation of Mr. Hope to work in the company’s Denver offices. Mr. Hagen left Albert’s in April 2010 and began a new job as the Chief Operating Officer of Freshpack Produce, the same company as Mr. Hope, and upon the recommendation of Mr. Hope. While employed by United Natural Foods Mr. Hagen and Mr. Hope exchanged many emails wherein they transferred some of United Natural Foods’ transactions, customer information, trade secrets, and other confidential information. Mr. Hope maintained hard and electronic copies of this confidential information and utilized it in the management of Freshpack Produce’s business operations.
The Non-Compete Agreement
Mr. Hope signed an “Employment Termination Agreement and Release” upon the termination of his employment with United Natural Foods wherein he agreed to abide by a non-compete agreement (one-year duration) and confidentiality provision (indefinite). A special and notable feature of this agreement however was the choice of law provision that stated the agreement was “made pursuant to and shall be governed by the laws of the State of Connecticut” such that “the parties agree that the courts of the State of Connecticut, and the Federal Courts located therein, shall have exclusive jurisdiction over all matters arising from this Agreement”.
This is especially interesting given that none of the parties (individuals or the companies) in this case are based in Connecticut. United Natural Foods is based in Rhode Island, Freshpack Produce is based in Colorado, Mr. Hagen worked in Colorado, and Mr. Hope worked in California. Connecticut law is must more apt to enforce a non-compete agreement than many states. Colorado for example, where Freshpack Produce and Mr. Hagen were based, historically has a policy against the enforcement of non-compete covenants.
The Court’s Decision
The courts do not see a problem in enforcing a non-compete agreement under Connecticut law for an individual living in California and working for a Colorado based company. In the past, courts have enforced non-compete agreements in similar situations because the parties both agreed to the jurisdiction in the covenant and the swiftness and ease of air travel negates distance as an issue. This case illustrates how employees should be mindful of the jurisdiction contained in the choice of law provision in their non-compete agreement.
The law and court governing the agreement could have a profound effect on the employee should a dispute arise between the signing parties of the agreement. Corporations have the liberty to afford the best and brightest lawyers to handle their legal matters and they do things for specific, advantageous reasons. It is safe to say that a corporation’s legal department will construct an agreement that utilizes a jurisdiction that will be favorable to them in the event of a legal dispute with a former employee. Employees should pay close attention to the jurisdiction and make efforts to understand the applicable law if the choice of law is not that of the state where they live.
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If you have any questions relating to your non-compete agreement or would like to discuss any element of your employment agreement, please contact Joseph C. Maya, Esq. by phone at (203) 221-3100 or via e-mail at JMaya@Mayalaw.com.