TALLAHASSEE – A case against former employees of an economic development consulting company accused of engaging in “predatory acts” and violating the agency’s non-compete provisions must be tried in Delaware, a Florida court ruled.

In a March 22 ruling, the Florida’s First District Court of Appeal reversed the Leon County Circuit Court’s decision to deny Mary Baker's and Janet Thornton’s motion to dismiss, citing “an agreement that venue for certain claims would like only in Delaware. Baker and Thornton were employees of Economic Research Services Inc when they resigned in 2015 and started working for competitor, Berkley Research Group LLC. ERS subsequently sued Baker, Thornton and BRG in Leon County, accusing them of engaging in “predatory acts” designed to harm ERS’s Tallahassee office.

The defendants filed a motion to dismiss, arguing they were sued in the wrong venue. The motion cited a 2007 members agreement and 2011 stockholder agreement, they said included forum-selection clauses precluding litigation in Florida. But ERC argued the forum-selection clauses hadn’t survived the agreements’ termination and even if it had, the complaint raised claims unrelated to those agreements. The trial court denied their motion.

In its decision, the appeal court determined the forum-selection clauses survived after the agreements were terminated. “The principal question on appeal is whether the forum-selection clauses survived after the agreements terminated,” the court said in its opinion. “We conclude that it did.”

The court noted that if ERC waned the forum selection clauses to apply only during the contract’s life, they could have “explicitly stated so.”

In response to ERC’s allegation that the complaint raised claims unrelated to those agreements, the court remanded the case for further consideration by the trial court.

“If the court concludes that any of the above claims are not significantly related to the 2007 and 2011 agreement, those claims may proceed,” the court said.




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