One of the first questions in the review of competition bans is which legislation will govern the parties` contract. In most cases, the choice of law is defined by the parties in the agreement and is generally based on the employer`s original basis. The Chancery Court conducted a legal analysis to determine whether the law would be Delaware or California enforcement. The court found that the relationship between the parties was concentrated in California, that the various contracts were negotiated and concluded, and that the area in which the respondent employee would be restricted was there. The Tribunal recognized that « respect for contractual freedom is a fundamental policy of [Delaware], » but rejected the complainant employer`s argument that Delaware`s interest in this policy outweighed California`s interest in not imposing non-competition on its citizens. The Delaware court recognized that, under current California law, competitiveness under the asset acquisition contract would be applicable to protect the acquired goodwill, but explained that the contract in the employment contract was geared towards another employer interest; to prohibit the limitation of the employment contract under California law. He stated that « the possibility for parties to circumvent government prohibitions based on the policy of justice through the promiscutive application of the [right to vote] provisions would remove the state`s late-to-theft right to contracts affecting its citizens. » On this basis, the Chancery rejected the employer`s application for an injunction. the development of employment contracts, confidentiality agreements, competition agreements and non-invitations; The non-competition prohibition provided that the worker could not, directly or indirectly, for one year after his departure, « manage, operate, control, participate or provide services (including as a consultant or consultant) to a person who works in a product or service (or who provides financial assistance in any way, or who somehow performs his or her activity). proposed by the company. At Cabela`s LLC v. Highby, 362 F. Supp.3d 208 (D. Del. 2019), the court had to rule on the validity of a Delaware law choice in which the worker lived and worked in Nebraska.
Nebraska non-competitors are more restrictive than Delaware law. The court ruled that Nebraska non-competitions « may restrict competition by inappropriate and unfair methods, but should not restrict normal competition, » while in Delaware, « an agreement prohibiting customary competition is enforced as long as it is not oppressive for a worker. » Id. to 217-18 (quotes omitted). The Tribunal found that the non-competition clause at issue involved normal competition and was therefore unenforceable under Nebraska law, but would be applicable under Delaware law. The court therefore found that « the application of Delaware law would be contrary to a fundamental Nebraska policy » and refused to apply Delaware`s choice clause.