Jimenez v. Hematerra Techs.

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MALENA JIMENEZ, an individual, Plaintiff, v. HEMATERRA TECHNOLOGIES, LLC, a Florida limited liability company, and CHAMPION MEDICAL TECHNOLOGIES, INC., an Illinois corporation, collectively doing business as INVITA HEALTHCARE TECHNOLOGIES, INC., an assumed business name, Defendants.

No. 4:22-cv-00467-BLW

United States District Court, D. Idaho

March 3, 2023

MEMORANDUM DECISION AND ORDER

B Lynn Winmill U.S. District Court Judge

INTRODUCTION

Before the Court is defendants' motion to dismiss for failure to state a claim for relief under Federal Rule of Civil Procedure 12(b)(6) and under the doctrine of forum non conveniens. Dkt. 5. For the reasons explained below the Court will partially grant and partially deny the motion.

BACKGROUND

The case arises from two employment contracts. Plaintiff Malena Jimenez brings breach of contract and tort claims against her former employer, Defendants HemaTerra Technologies and Champion Medical Technologies. She alleges they failed to make a contractually required severance payment and tortiously interfered with her subsequent employment opportunities.

Jimenez is an American Board of Criminalists Molecular Biology Fellow with experience that includes laboratory information management, laboratory safety, laboratory auditing, CODIS and DNA casework. In May 2014, Jimenez joined STaCS, a British Columbia corporation, as a Field Application Specialist, working on a remote independent contractor basis. Jimenez was living and working in Missouri when she contracted with STaCS and moved to Idaho several months later.

Jimenez worked for STaCS under the Field Application Specialist Contract (“FAS Contract,” Exhibit A, Dkt. 12-1). The FAS Contract states that the agreement will be “governed and construed according to the laws in force in the Province of Ontario, [Canada]” and “in the case of disagreement . . . the matter shall be referred to arbitration in Ontario.” Dkt. 12-1 at 19.

In May 2021, Champion Medical Technologies, an Illinois corporation, doing business as InVita HealthCare Technologies acquired an interest in STaCS. Through that acquisition, InVita became STaCS' successor in interest in the FAS Contract with Jimenez. After that acquisition, Jimenez continued to work for InVita as a Field Application Specialist, on an independent contractor basis, for several months.

In December 2021, InVita ended the FAS Contract and offered to hire Jimenez as an employee (as opposed to independent contractor). Jimenez asserts that InVita terminated the FAS Contract without cause. Compl. ¶ 14, Dkt. 4-1. The FAS Contract states if STaCs terminates the agreement without cause, STaCS will provide Jimenez with a severance of $6,570, plus one week of her base pay for each additional year of service after her first year. Based on that provision, Jimenez asserts that InVita owes her approximately $20,700. Compl. ¶ 16, Dkt. 4-1. InVita maintains that it does not owe Jimenez severance for the FAS Contract termination because InVita offered, and Jimenez accepted, full-time employment on January 1, 2022, immediately after the FAS Contract ended. Def.'s Mot. at 3, Dkt. 5-1; Compl. ¶ 18, Dkt. 4-1.

When she accepted InVita's employment offer, Jimenez signed InVita's Invention Acknowledgement, Waiver, and Assignment Agreement (“Restrictive Agreement,” Exhibit B, Dkt. 12-1). The Restrictive Agreement includes two provisions relevant to this dispute. First, the Restrictive Agreement includes a Restrictive Covenant at clause 8 that provides:

I agree that during my Term of Service and for the twelve (12) month period after my Term of Service ends, I will not, directly, or indirectly, on my own behalf or on behalf of another, market, service, sell to, contact, induce, encourage, or solicit any InVita Client, or attempt to do any of the foregoing for any purpose including, without limitation, for the purpose of becoming employed by a Client.

Dkt. 12-1 at 23. Second, the Restrictive Agreement includes a Forum Selection Clause at clause 11 that reads:

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and the courts situated in Jacksonville, Florida shall have exclusive jurisdiction.

Id.

Jimenez worked for InVita as an employee from her home in Malad City, Idaho from January 1, 2022 to about June 15, 2022. After ending her employment with InVita, Jimenez “secured an opportunity” to work as an independent contractor providing DNA validation services for Guerrieri Forensic Services, LLC. Compl. ¶ 26, Dkt. 4-1. Guerrieri Forensics is a single member Virginia LLC, owned by Richard Guerrieri, who is a forensic science expert and a member of the InVita Board of Directors.

In her complaint, Jimenez alleges that Guerrieri notified InVita's President, Todd Collins, that Guerrieri Forensics intended to engage Jimenez's services. Collins then contacted Jimenez asking her to reconsider her decision to leave InVita. Jimenez explained that would consider returning as an independent contractor, rather than an employee, but the parties did not reach an agreement. Jimenez alleges that after she decided not to return as an employee, Collins raised an objection to her relationship with Guerrieri and expressed an intention to invoke the restrictive covenant. After that, Guerrieri Forensics withdrew its independent contractor offer to Jimenez, explaining that accepting the offer could constitute a breach of the restrictive covenant.

Jimenez asks the Court for relief on four counts. In Count One, Jimenez asks the Court to grant her declaratory relief from the Restrictive Agreement's forum selection clause and Restrictive Covenant. In Count Two, Jimenez asserts breach of contract for InVita's failure to make the severance payment required by the FAS contract. In Count Three, Jimenez asserts that InVita tortiously interfered with a contract when InVita caused Guerrieri Forensics to withdraw its offer to Jimenez. In Count Four, Jimenez alleges a claim for intentional interference with prospective economic advantage based on Collins's threat to invoke the restrictive covenant. InVita now moves to dismiss the entire case under the doctrine of forum non conveniens and count four under rule 12(b)(6).

LEGAL STANDARD

The doctrine of forum non conveniens is “the appropriate way to enforce a forum selection clause pointing to a state or foreign forum.” Atlantic Marine Construction Co. Inc. v. U.S. Dist. Court for W. Dist. of Texas, 571 U.S. 49, 60 (2013). The Court's analysis changes depending on the validity of the forum selection clause at issue.

Forum selection clauses are generally enforceable. Bremen v. Zapata OffShore Co., 407 U.S. 1, 15 (1972). However, a forum selection clause is not enforceable when (1) “the clause is invalid due to ‘fraud or overreaching,' (2) ‘enforcement would contravene a strong public policy of the forum in which suit is brought, whether declared by statute or judicial decision,' or (3) ‘trial in the contractual forum will be so gravely difficult and inconvenient that [the litigant] for all practical purposes be deprived of his day in court.'” Gemini Techs., Inc. v. Smith & Wesson Corp., 931 F.3d 911, 915 (9th Cir. 2019) (quoting Bremen, 407 U.S. at 18).

If the forum selection clause is not enforceable, then courts apply the traditional forum non conveniens analysis. This analysis asks two questions: “(1) whether an adequate alternate forum exists, and (2) whether the balance of private and public interest factors favor dismissal.” Lueck v. Sundstrand Corp., 236 F.3d 1137, 1142 (9th Cir. 2001) (citing Piper Aircraft Co. v. Reyno, 454 U.S. 235, 254 n. 22, 257 (1981)).

Conversely, if the forum selection clause is enforceable, then courts apply a modified forum non conveniens analysis. Gemini Techs., 931 F.3d. at 914. In cases involving an enforceable forum-selection clause, “a district court should transfer the case unless extraordinary circumstances unrelated to the convenience of the parties,” as evidenced by analyzing the adjusted factors, “clearly disfavor a transfer.” Id. at 914 (quoting Atlantic Marine, 571 U.S. at 52).

ANALYSIS

Three of Jimenez' four claims against InVita-counts one, three and four- stem from the terms of the Restrictive Agreement. Therefore, the Court will begin by analyzing the Restrictive Agreement, and then address the FAS Contract.

A. The Restrictive Agreement

1. The Restrictive Agreement's forum selection clause is not enforceable.

A forum selection clause is unenforceable if “enforcement would contravene a strong public policy of the forum in which suit is brought, whether declared by statute or judicial decision.”^[1] Id. at 916. That guidance is particularly significant in this case because Idaho Code § 29-110(1) generally strikes down forum selection clauses that mandate a foreign forum:

Every stipulation or condition in a contract, which by any party thereto is restricted from enforcing his rights under the contract in Idaho tribunals, or which limits the time within which he may thus enforce his rights, is void as it is against the public policy of Idaho. Nothing in this section shall affect contract provisions relating to arbitration so long as the contract does not require arbitration to be conducted outside the state of Idaho.

Idaho Code § 29-110(1) (2003). In Gemini Tech the Ninth Circuit held that “the plain language of Idaho Code § 29-110(1) declares a strong ‘public policy' of Idaho. This clear statutory declaration suffices under Bremen's public policy factor, which requires that the policy be declared ‘by statute or by judicial decision.'” Gemini Tech., 931 F.3d at 916. Consequently, the Ninth Circuit held, an otherwise enforceable forum selection clause is invalidated when the case...