IntraComm v. Bajaj
Citation and Court
492 F.3d 285 (4th Cir. 2007)
Facts
IntraComm, a U.S. company, sued a former employee, Bajaj, for breach of a non-compete agreement. The employment contract contained a choice-of-law clause specifying that Indian law would govern disputes. Bajaj argued Indian law applied; IntraComm argued Virginia law applied, as the work was performed there.
Issue
Whether a choice-of-law clause designating Indian law is enforceable in an employment contract dispute litigated in a U.S. court.
Holding
The choice-of-law clause designating Indian law was enforceable, and the court applied Indian law to evaluate the non-compete agreement.
Rule / Doctrine
Courts will enforce contractual choice-of-law clauses unless doing so violates a fundamental public policy of the state with the greater interest in the dispute. A party seeking to avoid the chosen law must show that the forum-selected law violates a fundamental public policy, not merely that another state’s law would produce a different result.
Significance
IntraComm illustrates the enforceability of international choice-of-law clauses in employment contracts and the high bar for overriding a parties’ agreement on governing law, even when it points to the law of a non-U.S. country.