Abstract
An Italian executive received bonuses rewarding his long- and short-term performance under two separate agreements that required him to repay the bonuses if he joined a competitor. When he did leave for a competitor, he refused his former company's demands for repayment. The company then filed a lawsuit in Delaware for breach of contract and trade secret misappropriation. The executive asked the court to dismiss the lawsuit, arguing that it was unfair to force him to defend himself in Delaware and the case should instead proceed in Italy under Italian law. The court, however, found that the long-term bonus agreement chose Delaware law as the governing law and selected Delaware as the forum to litigate disputes. The short-term bonus agreement had different choice of law provision and the company had not demonstrated that it or the trade secret misappropriation counts arose out of the long-term bonus agreement. The executive therefore had not agreed to Delaware law or the Delaware forum for those counts and so the court dismissed those counts from the lawsuit.
Background
Davide Cabri is an Italian citizen living in Italy. Hired by an Italian subsidiary of Whirlpool in 1989, he rose through the ranks, eventually becoming an executive in charge of strategy for two subdivisions. As an executive, Cabri received bonuses under two separate agreements: the 2018 Omnibus Plan (for long-term performance) and 2014 Performance Excellence Plan (for hitting targets for a single...
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