The Business Litigation Division of the Superior Court had an interesting quandary to consider in early 2009. When an employee of a Massachusetts company who has signed a non-compete agreement leaves the company for a competitor in California is the non-compete enforceable? In EMC Corp. v. Donatelli, this is the precise question that had to be answered by the court when Donatelli left EMC Corp. for Hewlett-Packard, a direct competitor in California. In this specific case there is particular interest on the part of employers because unlike Massachusetts, where the contract was signed, California traditionally does not enforce non-compete agreements. The Superior Court had to decide if it would issue an injunction against Donatelli to prevent his employment with EMC’s competitor when California courts may not enforce the injunction. Ultimately the Superior Court issued the injunction stating Massachusetts strong interest in protecting the relationship between its employers and employees. If the court would not issue the injunction then the door is left open for Massachusetts residents to sign non-compete agreements with Massachusetts employers to negate the enforceability by moving to a state where non-compete agreements are unenforceable. Subsequent to the injunction being issued Donatelli was able to provide proof to the Superior Court that he was able to take an alternate position at Hewlett-Packard that did not directly compete with his position at EMC. The court altered their original injunction to allow Donatelli to take the alternate position but barring him from taking the position he initially wanted.

Both EMC and Donatelli could view the Superior Courts decision in this case as victorious. For EMC and other employers it establishes that Massachusetts Superior Courts will enforce non-compete agreements to the furthest extent of Massachusetts law. Meanwhile, Donatelli is able to take a position at Hewlett-Packard, albeit, not the one he left the company for. There are few lingering legal issues which will need to be sorted out in the future. Will the higher courts of Massachusetts follow the analysis and rule put forth by the Superior Court to reinforce the ruling? The biggest loose end is whether or not the California court will enforce the injunction. To do so, in a California choice of law analysis Massachusetts contract law would have to be followed.