IQVIA’s own noncompete clauses torpedo its lawsuit against rival Syneos

Each had signed IQVIA’s standard confidentiality and restrictive covenants agreement as a condition of receiving stock awards. Those agreements included one-year noncompete, nonsolicitation, and nondisclosure provisions. They also included a clause requiring that any legal action “shall be brought exclusively in the federal or state courts in New Castle County, State of Delaware.” 

IQVIA filed suit in North Carolina anyway. It alleged the four had breached their restrictive covenants by taking competitive roles at Syneos, and that Syneos had induced those breaches as part of a broader campaign of unfair competition – including, IQVIA alleged, creating what the lawsuit called “sham job disclosures” to make it look like the former employees were honouring their agreements. 

The defendants moved to throw out the case on venue grounds. IQVIA tried three arguments to keep it in North Carolina. None landed. 

It argued the defendants had waived their right to challenge venue by asking the case be assigned to a Business Court judge. The court called that a “nonstarter” – the Business Court is an assignment, not a venue choice. 

It argued the clause only bound employees, not the company, because the employee signs with the words “I further agree.” The court was unpersuaded. The clause used language that was “most naturally read to be universal, reciprocal, and mandatory.” If IQVIA had wanted the freedom to sue anywhere while locking employees into Delaware, it needed to say so.