In this case, the NDA certainly bears a significant relationship to New Hampshire, where Stonyfield is located and where the parties held at least some business meetings. See, e.g., Allied Adjustment Svc. v. Heney, 125 N.H. 698, 700 (1984) (holding that a state bore a significant relationship "as the State of incorporation and the place of business of [one of the parties]"). Thus, the NDA's choice-of-law provision is enforceable as written.
See Alternative Sys. Concepts, Inc. v. Synopsys, Inc., 374 F.3d 23, 32 (1st Cir. 2004) (stating rule that a federal court may accept the parties' agreement about what law governs); see also Gilbert v. Atl. Trust Co., No. 04-cv-327, 2006 WL 1049707, at *2, fn. 4 (D.N.H. Apr. 19, 2006) (citing New Hampshire law upholding choice of law provisions in contracts); Allied Adjustment Serv. v. Heney, 125 N.H. 698, 700, 484 A.2d 1189, 1191 (1984) (citing Restatement (Second) of Conflict of Laws, ยง 187)).
New Hampshire recognizes such choice of law provisions when the contract bears a significant relationship to the jurisdiction whose law is designated as the rule of decision. See Allied Adjustment Serv. v. Heney, 125 N.H. 698, 700 (1984). The requisite relationship is present here because Ford has its principal place of business in Michigan.
When an employee is put in a position involving client contact, it is natural that some of the goodwill emanating from the client is directed to the employee rather than the employer. See Allied Adjustment Serv. v. Heney, 125 N.H. 698, 701, 484 A.2d 1189, 1191 (1984) (applying Massachusetts Law); Blake, 73 HARV. L. REV. at 654. The employer has a legitimate interest in preventing its employees from appropriating this goodwill to its detriment. 17 C.J.S. Contracts 254, at 1141 (1963); see, e.g., All Stainless, Inc. v. Colby, 364 Mass. 773, 779-80, 308 N.E.2d 481, 486 (1974).
Similarly, where parties to a contract select the law of a particular jurisdiction to govern their affairs, that choice will be honored if the agreement has a "significant relationship" to that jurisdiction. Hobin v. Coldwell Banker Residential Affiliates Inc., 144 N.H. 626, 628 (2000); Allied Adjustment Services v. Heney, 125 N.H. 698, 700 (1984). The Court has further held that where a corporation is incorporated in the state to which the choice of law provision refers, the agreement bears a significant relationship to that state.
The New Hampshire Supreme Court has held that, where parties to a contract select the law of a particular jurisdiction to govern their affairs, that choice will be honored if the agreement has a "significant relationship" to that jurisdiction. Hobin v. Coldwell Banker Residential Affiliates Inc., 144 N.H. 626, 628 (2000); Allied Adjustment Services v. Heney, 125 N.H. 698, 700 (1984). The Court has further held that where a corporation is incorporated in the state to which the choice of law provision refers, the agreement bears a significant relationship to that state.
A New Hampshire court will give effect to the parties' choice of law provision as long as it bears a significant relationship to the jurisdiction whose law is selected. Hobin v. Coldwell Banker Residential Affiliates, Inc., 144 N.H. 626, 628 (2000); Allied Adjustment Services v. Heney, 125 N.H. 698, 700 (1984). The New Hampshire Supreme Court has held that where a corporation is incorporated in the State to which the choice of law provision refers, the agreement bears a significant relationship to that State. Hobin, 144 N.H. at 628-29; Heney, 125 N.H. at 700.
Here, our task is simplified: the Purchase Agreement contains a provision directing the reader to New Hampshire law. Because a reasonable choice-of-law provision in a contract generally should be respected, see Restatement (Second) of the Conflict of Laws ยง 187 (1971); see also Ferrofluidics Corp. v. Advanced Vacuum Components, Inc., 968 F.2d 1463, 1467 (1st Cir. 1992) (applying New Hampshire choice-of-law principles); Allied Adjustment Serv. v. Heney, 125 N.H. 698, 484 A.2d 1189, 1190-91 (1948) (stating that the parties' selection of the law of a particular jurisdiction will be honored so long as "the contract bears any significant relationship to that jurisdiction"), we will from time to time consult New Hampshire law for guidance. Where New Hampshire law is recondite, we will turn to the types of materials that we believe the New Hampshire Supreme Court would look to in formulating new law.
Where the contracting parties select the law of a particular jurisdiction to govern their affairs, as a rule New Hampshire courts will honor their choice "if the contract bears any significant relationship to that jurisdiction." Allied Adjustment Service v. Heney, 125 N.H. 698, 484 A.2d 1189, 1191 (1984). The Allied Adjustment Service court cited, and the New Hampshire rule echoes, the Restatement (Second) of Conflict of Laws ยง 187(2)(a), which favors enforcing the parties' contractual choice unless "the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties' choice...."
Gilbert and Atlantic Trust are parties to the revocable trust agreement and the investment management agreement, both of which contain choice of law provisions selecting Massachusetts law. New Hampshire courts generally honor choice of law provisions in contracts and in trusts. Allied Adjustment Serv. v. Heney, 125 N.H. 698, 700 (1984) (contracts); Flaherty v. Flaherty, 138 N.H. 337, 339 (1994) (trusts). Moreover, neither party contends that another state's law should govern Gilbert's common law claims.