Advanced Bionics Corp. v. Medtronic, Inc.

BROWN, J., Concurring.

I agree with most of Justice Moreno’s concurrence. Specifically, I agree with him that the majority has not sufficiently explained its reasons for deferring to principles of comity in this case, and therefore its opinion gives insufficient guidance to lower courts. (Conc. opn. of Moreno, J., post, at p. 710.) I do not, however, agree with the implication in Justice Moreno’s opinion that a choice-of-law analysis is irrelevant to determining whether to enjoin parties from litigating a dispute in a foreign jurisdiction. (Id. at p. 718.) If a careful choice-of-law analysis indicates that the foreign jurisdiction’s law applies to the parties’ dispute, I think that fact weighs heavily in favor of permitting the foreign proceeding to go forward unimpeded.

This case involves a contract dispute between Medtronic, Inc. (Medtronic), a Minnesota corporation, and Mark Stultz, a former Medtronic employee who worked for Medtronic in Minnesota and, at that time, resided *709 in Minnesota. The parties executed the employment contract in Minnesota, and the choice-of-law provision in the contract designates Minnesota law. Under the terms of the contract, Stultz agreed not to work for a competitor of Medtronic for two years after termination of his employment with Medtronic, and that provision is enforceable under Minnesota law, though not under California law. California had absolutely no interest in this matter until Stultz relocated to California, terminated his employment with Medtronic, and began employment with Advanced Bionics Corporation, a Delaware corporation with headquarters in California. Under these circumstances, where almost all the geographic points of contact in the dispute lie in Minnesota, California’s concededly strong interest in promoting competition by encouraging the free movement of personnel laterally across an industry is not “ ‘materially greater’ ” than Minnesota’s countervailing interest in enforcing bargained-for restrictions on that free movement. (Nedlloyd Lines B.V. v. Superior Court (1992) 3 Cal.4th 459, 466 [ 11 Cal.Rptr.2d 330 , 834 P.2d 1148 ].) Therefore, the contract’s choice-of-law provision, designating Minnesota law, controls. (Ibid.) Stultz, having enjoyed the benefits of his contract with Medtronic, should not be free to avoid his side of the agreement and thereby cancel some of the value for which Medtronic legitimately bargained.

I can think of several contexts in which a person might relocate to California but remain obligated under contracts entered into in the place of his or her former residence. California courts cannot then reach out and nullify those foreign obligations simply because the same obligations, if entered into here, would run afoul of important California policies. California government is, of course, free to make policy choices for California (subject to constitutional limitations), but we cannot also tell our sister states how they should govern. Choice of law is not, therefore, simply a matter “ ‘of determining which conflicting law manifests] the “better” or the “worthier” social policy,’ ” because doing so would fail to recognize that, in a federal system, “ ‘states are empowered to mold their policies as they wish,’ ” and therefore either state’s policy is equally valid as representing the choice of a coequal sovereign. (Offshore Rental Co. v. Continental Oil Co. (1978) 22 Cal.3d 157, 165 [ 148 Cal.Rptr. 867 , 583 P.2d 721 ].) For this reason, choice of law requires a fair assessment of a jurisdiction’s interests in a dispute, not an assessment of how right the jurisdiction’s policy is. This point is particularly important because courts have a natural bias favoring the law of the state in which they sit, and litigants are aware of this bias, explaining in part the procedural maneuvering and forum shopping that occurred here. If we permit California courts to apply California law to a dispute like the one at issue here, then California’s economic strength gives *710 rise to a kind of political imperialism, absorbing every state into the California legal ethos.

Relocating to California may be, for some people, a chance for a fresh start in life, but it is not a chance to walk away from valid contractual obligations, claiming California policy as a protective shield. We are not a political safe zone vis-á-vis our sister states, such that the mere act of setting foot on California soil somehow releases a person from the legal duties our sister states recognize. Rather, we give full faith and credit to the laws of our sister states, and in a case such as this one, I think doing so requires California courts to apply Minnesota law. Moreover, that conclusion is highly relevant to determining whether the trial court’s antisuit injunction in this case was appropriate. I see no reason for a trial court to enjoin parties from litigating in a foreign jurisdiction when the foreign jurisdiction’s law applies to the dispute and therefore the task of the California courts will ultimately be to discern how the enjoined proceeding would have come out.

For the reasons stated in Justice Moreno’s concurrence, supplemented by the additional points made here, I concur.