STRYKER CORPORATION v. CHRISTOPHER DUNN AND CORRIN GENOVESE (2026)

OPINION AND ORDER

Defendants Christopher Dunn and Corrin Genovese worked in sales for Stryker. They signed a non-compete agreement as a condition of their employment. The agreement includes a forum-selection clause memorializing Defendants’ express consent to personal jurisdiction in this Court and to venue in this district. After a few years, Defendants resigned and went to work for one of Stryker's direct competitors. This breach of contract action followed. Presently before the Court is Defendants’ motion to dismiss or to transfer venue. They ask that the Court relieve them of contractual obligations that they accepted when they chose to work for Stryker. But the Sixth Circuit and courts within this district have enforced materially similar agreements—frequently involving Stryker and its employees—on analogous facts in numerous published cases. The Court denies the motion.

I. BACKGROUND

A. Factual Background

Stryker is a medical device manufacturing company (Compl., ECF No. 1 at PageID.3). The medical device industry is competitive, and one of Stryker's competitors is a company called Zimmer Biomet (id.). According to the Complaint, Zimmer frequently attempts to poach employees from Stryker, particularly if those employees have valuable customer relationships or possess confidential information (id. at PageID.11–12). As a result, Stryker requires its employees to sign “Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreements” as a condition of their employment (id. at PageID.2). Stryker aggressively enforces these non-compete agreements, and courts in this district and circuit frequently uphold the agreement and its forum-selection clause.

Defendants both signed a non-compete agreement when they chose to accept employment with Stryker (id.; Genovese Non-Compete Agreement, ECF No. 1-1 at PageID.22–31; Dunn Non-Compete Agreement, ECF No. 1-2 at PageID.33–43). “Two days after [Defendants] Dunn and Genovese resigned, Stryker sent letters reminding them of their post-employment obligations to Stryker under the Agreements—and, in response, received assurances that Defendants intended to abide by the Agreements” (Compl., ECF No. 1 at PageID.2). Defendants’ non-compete agreements provide, in relevant part, that Defendants may not go to work for one of Stryker's competitors for a period of twelve months following their employment with Stryker (see Genovese Non-Compete Agreement, ECF No. 1-1 at PageID.22–31; Dunn Non-Compete Agreement, ECF No. 1-2 at PageID.33–43). Defendants’ non-compete agreements also contain the following forum-selection clause assenting to venue and personal jurisdiction in this Court:

8.1 Governing Law and Venue. Although I may work for Stryker in various locations, I agree and consent that this Agreement shall be interpreted and enforced as a contract of Michigan and shall be interpreted and enforced in accordance with the internal laws of that state without regard to its conflict of law rules. In such circumstance, I agree and consent that any and all litigation between Stryker and me relating to this Agreement will take place exclusively in Michigan and I consent to the jurisdiction of the federal and/or state courts of that state. I consent to personal jurisdiction and venue in both such Courts and to service of process by United States Mail or express courier service in any such action. By signing this Agreement, I represent and warrant that I have been advised to and/or have consulted with an attorney and that the attorney and/or myself agree to the terms herein including, but not limited to, the terms of this paragraph.

(Genovese Non-Compete Agreement, ECF No. 1-1 at PageID.28; Dunn Non-Compete Agreement, ECF No. 1-2 at PageID.39). Contrary to the language of their signed agreements, Defendants have now submitted affidavits stating—in conclusory, identical language—that they do not recall Stryker advising them to review the non-competes with an attorney (Dunn Aff., ECF No. 11-1 at PageID.92–93; Genovese Aff., ECF No. 11-2 at PageID.96–97). But Defendants’ affidavits nevertheless acknowledge that they are both experienced businessmen and that they did not “request to negotiate or change any of the terms of the Agreement” (id.).

After signing the non-compete agreements noted above, Defendants worked for Stryker for several years (ECF No. 1 at PageID.2–3, 8–11 (“Defendants shared responsibilities in the Delaware Valley region (including Southern New Jersey, Northern Delaware, and Eastern and Central Pennsylvania) and the Western Ohio/West Virginia region (minus the Cleveland area, which was already part of Genovese's assigned territory[.]”)). Defendants attest that they did not have customers in Michigan or travel to Michigan during the time in which they worked for Stryker, and as best they can recall, they did not interact with Michigan-based Stryker employees (Dunn Aff., ECF No. 11-1 at PageID.92–93; Genovese Aff., ECF No. 11-2 at PageID.96–97). Defendants resigned from their positions at Stryker on November 15, 2025, after which they allegedly went to work for Zimmer Biomet in similar roles, covering similar territories, and selling similar products (Compl., ECF No. 1 at PageID.12–13).

Stryker agrees that prior to their resignations, Defendants were based in the Northeast, not in Michigan. But Stryker presents evidence that Defendants used and accessed “confidential Stryker information stored and available from Michigan” as part of their job duties (Opp., ECF No. 13 at PageID.109 (citing Puka Decl., ECF No. 13-1 at PageID.123–124)). Additionally, Stryker alleges that Defendant Dunn has now been assigned to Zimmer Biomet's Michigan sales territory (id. at PageID.13 (Figure 1)). According to Stryker, Defendant Dunn works closely with Defendant Genovese, and they are using Stryker's confidential information to “craft competing customer proposals or otherwise benefit Zimmer at Stryker's expense,” ostensibly including in Zimmer Biomet's Michigan sales territory (id. at PageID.13, 18; Puka Decl., ECF No. 13-1 at PageID.123–124; see also Mot., ECF No. 11 at PageID.69 (artfully representing that “[w]hile employed by Stryker from October 2012 through November 2025, Mr. Dunn did not have any customers or business in Michigan,” but failing to address the allegation that Defendant Dunn is now using confidential information that had been stored at Stryker's Michigan headquarters to target customers in Zimmer Biomet's Michigan sales territory).

Stryker also presents evidence that certain administrative aspects of Defendants’ employment for Stryker, including payroll, were “processed through Michigan” (id.). And Stryker indicates that employees with knowledge relevant to this dispute work out of Stryker's Michigan headquarters and that the company “physically and electronically stores corporate and personnel records, including documents pertaining to this dispute,” in Michigan (Opp., ECF No. 13 at PageID.108; Puka Decl., ECF No. 13-1 at PageID.124).

B. Procedural Posture

On May 8, 2026, Stryker initiated this action by filing a single-count Complaint setting forth a breach of contract claim against Defendants (Compl., ECF No. 1 at PageID.17). On July 17, 2026, Defendants filed a motion to dismiss for lack of personal jurisdiction and improper venue and requested in the alternative that this Court transfer the matter to the Southern District of New York (Mot., ECF No. 11). Stryker filed an opposition and Defendants filed a reply (Opp., ECF No. 13; Reply, ECF No. 14). Defendants also requested permission to file a supplemental brief addressing authority cited by Stryker at an oral argument held on September 30, 2026, and the Court granted Defendants’ request (Minutes, ECF No. 16). Defendants filed their supplemental brief on October 7, 2026 (ECF No. 18). Having considered the parties’ submissions and relevant authorities, the Court denies Defendants’ motion.

II. ANALYSIS

The Court concludes that (1) Defendants consented to personal jurisdiction and venue in this Court through a forum-selection clause that is enforceable under applicable law; and (2) Defendants’ motion to transfer lacks merit.

A. Motion Standards

1. Motion to Dismiss for Lack of Personal Jurisdiction Under Rule 12(b)(2)

“The procedural scheme which guides the district court in disposing of Rule 12(b)(2) motions is well-settled.” Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991) (citing Fed. R. Civ. P. 12(b)(2)). “The plaintiff bears the burden of establishing that jurisdiction exists.” Id. The parties may submit affidavits and evidence to support their positions on a motion to dismiss for lack of personal jurisdiction, and the Court may properly decide the motion on the documentary record or conduct an evidentiary hearing, at the Court's discretion. Id. If a court relies solely on the documentary record “to reach its decision, the plaintiff must make only a prima facie showing that personal jurisdiction exists in order to defeat dismissal.” Id.; accord Nationwide v. Tryg, 91 F.3d 790, 793 (6th Cir. 1996). “The court's treatment of a motion under Rule 12(b)(2) mirrors in some respects the procedural treatment given to a motion for summary judgment under Rule 56. For example, the pleadings and affidavits submitted on a 12(b)(2) motion are received in a light most favorable to the plaintiff.” Theunissen, 935 F.2d at 1458. “In sharp contrast to summary judgment procedure, however, the court disposing of a 12(b)(2) motion does not weigh the controverting assertions of the party seeking dismissal.” Id.

2. Motion to Dismiss for Improper Venue Under Rule 12(b)(3)

Under Federal Rule of Civil Procedure 12(b)(3), a defendant may move to dismiss the plaintiff's complaint “for improper venue.” Fed. R. Civ. P. 12(b)(3). “[T]he plaintiff bears the burden of proving that venue is proper. The Court may examine facts outside the complaint but must draw all reasonable inferences and resolve factual conflicts in favor of the plaintiff.” Audi AG & Volkswagen of America, Inc. v. Izumi, 204 F. Supp. 2d 1014, 1017 (E.D. Mich. 2002) (cleaned up). If the court finds that venue is improper, the case may be dismissed or transferred to the district in which it could have been brought. 28 U.S.C. § 1406(a). “[W]hether to dismiss or transfer is within the district court's sound discretion.” First of Michigan Corp. v. Bramlet, 141 F.3d 260, 262 (6th Cir. 1998).

3. Motion to Transfer Venue Under 28 U.S.C. § 1404(a)

“In the typical case not involving a forum selection clause, a district court considering a § 1404(a) motion (or a forum non conveniens motion) must evaluate both the convenience of the parties and various public-interest considerations.” Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 62–63 (2013); see also Lakeside Surfaces, Inc. v. Cambria Co., LLC, 16 F.4th 209, 214–15 (6th Cir. 2021) (“A typical forum-non-conveniens analysis has three components: (1) the court determines the degree of deference owed the plaintiff's forum choice, and then asks if the defendant has met its burden of (2) showing an adequate alternative forum, and (3) showing that the plaintiff's chosen forum is unnecessarily burdensome based on a balancing of public-interest and private-interest factors.”).

“The calculus changes, however, when there is a valid and enforceable forum-selection clause.” Lakeside, 16 F.4th 209 at 215. “In such cases ․ courts consider arguments only under the public-interest factors, treating the private-interest factors as ‘weigh[ing] entirely in favor of the preselected forum.’ ” Id. (quoting Atl. Marine, 571 U.S. at 63–64). The movant must “show that the public-interest factors defeat dismissal, and they rarely will.” Id. “A valid forum-selection clause should be given controlling weight” in deciding a motion to transfer venue under § 1404(a) “in all but the most exceptional cases.” Atl. Marine, 571 U.S. at 63; see also Boling v. Prospect Funding Holdings, LLC, 771 F. App'x 562, 568 (6th Cir. 2019) (“Public-interest factors ․ will rarely defeat a transfer motion, and thus the practical result is that forum-selection clauses will almost always control.”). “Because the presence of a valid and enforceable forum-selection clause alters the type of forum-non-conveniens analysis a court must apply, it follows that a court must first—before balancing the forum-non-conveniens factors—determine whether a forum-selection clause” is enforceable under applicable law. Lakeside, 16 F.4th at 215.

B. Discussion

1. The Parties’ Forum-Selection Clause Establishes Personal Jurisdiction

Defendants have moved to dismiss under Federal Rule of Civil Procedure 12(b)(2) (Mot., ECF No. 11 at PageID.73). The Due Process Clause requires that the non-resident defendant have such sufficient minimum contacts with the forum state that “finding personal jurisdiction does not offend traditional notions of fair play and substantial justice.” Conn v. Zakharov, 667 F.3d 705, 712 (6th Cir. 2012) (cleaned up). “Because the requirement of personal jurisdiction represents” an “individual right, it can, like other such rights, be waived.” Ins. Corp. of Ir., Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703 (1982). “[T]here are a variety of legal arrangements whereby litigants may consent to the personal jurisdiction of a particular court system. The use of a forum-selection clause is one way in which contracting parties may agree in advance to submit to the jurisdiction of a particular court.” Preferred Capital, Inc. v. Assocs. in Urology, 453 F.3d 718, 721 (6th Cir. 2006) (cleaned up); see Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14 (1985) (stating personal jurisdiction requirement may be waived through forum-selection clause). Furthermore, in a diversity matter, a federal court's exercise of personal jurisdiction over a non-resident defendant must also be “authorized by the law of the state in which it sits.” Beydoun v. Wataniya Restaurants Holding, Q.S.C., 768 F.3d 499, 504 (6th Cir. 2014). As relevant here, Michigan's long-arm statute and the Due Process Clause both authorize an individual to consent to personal jurisdiction through a forum-selection clause. See Mich. Comp. Laws §§ 600.701(3), 600.745(2); Potomac Leasing v. The French Connection Shops, Inc., 431 N.W.2d 214, 216 (Mich. Ct. App. 1988); Burger King, 471 U.S. at 472 n.14.

“Given the possibility of diverging state and federal law on an issue of great economic consequence, the risk of inconsistent decisions in diversity cases, and the strong federal interest in procedural matters in federal court,” the Sixth Circuit has joined the majority of federal circuits in concluding that “the enforceability of the forum selection clause is [ordinarily] governed by federal law.” Wong v. PartyGaming Ltd., 589 F.3d 821, 827 (6th Cir. 2009); Viking Grp., Inc. v. Wallace, No. 1:25-CV-1270, 2025 WL 4071199, at *4 (W.D. Mich. Nov. 20, 2025) (“[F]ederal courts sitting in diversity should apply federal common law—rather than state law—to determine the enforceability of a forum-selection clause.”). That said, the Sixth Circuit recognizes a narrow exception to this general rule, noting that state law governs the enforceability of a forum-selection clause “when the clause is raised as the sole basis for personal jurisdiction over the defendant.” Wong v. PartyGaming Ltd., 589 F.3d 821, 828 (6th Cir. 2009) (citing Preferred Capital, Inc. v. Sarasota Kennel Club, Inc., 489 F.3d 303 (6th Cir. 2007)).

The parties do not dispute that Defendants executed a non-compete agreement with Stryker that includes a forum-selection clause and an express consent to personal jurisdiction in this Court (Genovese Non-Compete Agreement, ECF No. 1-1 at PageID.28; Dunn Non-Compete Agreement, ECF No. 1-2 at PageID.39). Defendants “agree[d] and consent[ed] that any and all litigation between Stryker and me relating to this Agreement will take place exclusively in Michigan and [they] consent to the jurisdiction of the federal and/or state courts of that state. [They also] consent to personal jurisdiction and venue in both such Courts” (id.). But Defendants challenge the enforceability of the forum-selection clause (Mot., ECF No. 11 at PageID.73–79). The parties dispute whether federal common law or state law controls the enforceability analysis. But the forum-selection clause is enforceable either way.

(a) Forum-Selection Clause Is Enforceable Under Federal Common Law

Defendants argue that federal common law does not govern the enforceability of the forum-selection clause here because Stryker invokes that clause as the “sole basis for personal jurisdiction over the defendant[s].” See Mot., ECF No. 11 at PageID.73; Wong, 589 F.3d at 828. Defendants are mistaken. Stryker presents evidence and the reasonable inference that (1) Defendants accessed digital files and other information housed in Michigan to perform their job functions; (2) Defendants’ payroll and other basic aspects of their employment were processed through or depended on activities performed at Stryker's Michigan headquarters; (3) Defendants have taken and improperly used confidential information stored in Michigan to “craft competing customer proposals or otherwise benefit Zimmer at Stryker's expense,” including ostensibly in Zimmer Biomet's Michigan sales region (Opp., ECF No. 13 at PageID.109; Puka Decl., ECF No. 13-1 at PageID.124 (“Many of Stryker's corporate records, including personnel records, are physically stored at, or electronically available from, Stryker's Michigan headquarters”); Compl., ECF No. 1 at PageID.5, 13, 18 & Fig. 1 (alleging contract breaches as to Stryker's confidential information).

Stryker argued in briefing and at oral argument that these contacts with Michigan justify the Court's exercise of specific personal jurisdiction, independent of the forum-selection clause, because “Michigan's long-arm statute authorize[s] the exercise of limited personal jurisdiction over defendants where the complaint alleged that they misappropriated ․ confidential information thereby causing consequences in Michigan.” Stryker Corp. v. Ridgeway, No. 1:13-CV-1066, 2014 WL 3577636, at *6 (W.D. Mich. July 21, 2014) (citing Ajuba Int'l, L.L.C. v. Saharia, 871 F. Supp. 2d 671, 681 (E.D. Mich. 2012); cf. MAG IAS Holdings, Inc. v. Schmuckle, 854 F.3d 894, 900–05 (6th Cir. 2017) (concluding that personal jurisdiction existed over the employee of a Michigan company who did not perform his work in Michigan).

In Ridgeway, a Stryker employee who worked in Louisiana went to work for Biomet, a predecessor to the Zimmer Biomet company referenced above. Id. at *7. Ridgeway relied in large part on the former Stryker employee's use of confidential information stored in Michigan—and the harm that the improper use of that confidential information caused in Michigan—to conclude that specific personal jurisdiction existed. Id. at *6–*7 (noting that Stryker argued “the Court can also exercise personal jurisdiction over [the former employee] because he conducted business in the state and because he caused harm within the state”)¹ Given the similar facts alleged by Stryker here, the company could likely establish personal jurisdiction over Defendants even if they had not signed a forum-selection clause. See id. (exercising personal jurisdiction). At a minimum, the Court concludes that Stryker does not rely on the forum-selection clause as the “sole basis” for personal jurisdiction, and thus federal common law governs the enforceability of the clause under settled Sixth Circuit case law. See Wong, 589 F.3d at 828; Viking Grp., 2025 WL 4071199 at *4.

“To evaluate whether a forum-selection clause is enforceable [under federal common law], a court must consider: (1) whether the clause was obtained by fraud, duress, or other unconscionable means; (2) whether the designated forum would ineffectively or unfairly handle the suit; (3) whether the designated forum would be so seriously inconvenient such that requiring the plaintiff to bring suit there would be unjust”; and (4) whether enforcing the “forum-selection clause would contravene a strong public policy of Michigan,” the forum state. Lakeside, 16 F.4th at 216, 222 (cleaned up). “The party who opposes the enforcement of the forum-selection clause has the burden of showing that the clause should not be enforced,” and “[c]ourts should uphold a forum-selection clause unless there is a strong showing that the clause should be set aside.” Id.

Turning to the first factor, Defendants have not established that the clause at issue here was obtained by “fraud, duress, or other unconscionable means.” Id. at 216. Defendants signed a written acknowledgment that they had “been advised to and/or have consulted with an attorney and that the attorney and/or myself agree to the terms herein including, but not limited to, the terms of [the forum-selection clause]” (Genovese Non-Compete, ECF No. 1-1 at PageID.22–31; Dunn Non-Compete, ECF No. 1-2 at PageID.33–43). Defendants’ conclusory, identically-worded affidavits filed in support of the motion at bar indicate, at best, that they do not recall this advisement several years later (see Dunn Aff., ECF No. 11-1 at PageID.92–93; Genovese Aff., ECF No. 11-2 at PageID.96–97). That is not surprising. More importantly, Defendants’ affidavits establish that Defendants are experienced businessmen who did not “request to negotiate or change any of the terms of the Agreement” (id.). “[F]ederal courts in the Sixth Circuit routinely enforce forum-selection clauses contained in employment agreements like the one at issue here. See Viking Grp., 2025 WL 4071199 at *6 (collecting cases).² The Court concludes that this factor weighs in favor of enforceability. See Lakeside, 16 F.4th at 216; Mayer, 2023 WL 3690235 at *4.

Second, Defendants “do not dispute whether the designated forum would ineffectively or unfairly handle the suit” (Reply, ECF No. 14 at PageID.164). This second factor thus weighs in favor of enforcing the forum-selection clause here. Lakeside, 16 F.4th at 216.

Third, Defendants have not established that the selected forum is “so seriously inconvenient such that requiring the plaintiff to bring suit there would be unjust.” See Lakeside, 16 F.4th at 216. “This finding must be based on more than mere inconvenience of the party seeking to avoid the [forum-selection] clause.” Veteran Payment Sys., 2015 WL 545764 at *5–6 (rejecting an employee's argument that he was “nearly bankrupt” and did not “have the funds to litigate this action so far from home” when his only connection to the forum was “that his former employer maintains its headquarters” there). “Mere distance, mere expense, or mere hardship to an individual litigant is insufficient to invalidate a forum selection clause.” Adelman's Truck Parts Corp. v. Jones Transp., No. 5:17CV2598, 2018 WL 1292193, at *2 (N.D. Ohio Mar. 13, 2018).³ Defendants have not submitted evidence that they are “nearly bankrupt” and unable to travel, and even that showing has failed to satisfy the high bar set by Sixth Circuit case law. See Veteran Payment Sys., 2015 WL 545764 at *5–6. At best, each side has submitted evidence that some of the witnesses and evidence involved in this dispute may be located in Michigan and some may be located in the Northeastern or Mid-Atlantic regions of the United States. The Court concludes that “this third and final factor also weighs in favor of enforcing the forum selection clause.” See Versatrans, Inc. v. Hirsch Int'l Corp., No. 12-13913, 2013 WL 943519, at *8 (E.D. Mich. Mar. 11, 2013) (concluding that “convenience” arguments raised in opposition to enforcement of a forum-selection clause fail to satisfy the applicable “heavy burden”); Williams, 533 F. Supp. 3d at 558 (“This is not an ‘exceptional case’ of hardship” under the standard set forth in Wong).

Fourth, enforcing a Michigan forum-selection clause executed between Defendants and a company based in Michigan does not “contravene a strong public policy of Michigan,” the forum state. Lakeside, 16 F.4th at 216, 222. The Sixth Circuit has repeatedly noted that “Michigan's public policy favors the enforcement of contractual forum-selection clauses.” Id. at 220; accord Stone Surgical, LLC v. Stryker Corp., 858 F.3d 383, 388 (6th Cir. 2017) (enforcing the forum-selection clause in a Stryker non-compete agreement on analogous facts in large part because “Michigan law favors forum-selection clauses”). Defendants argue that an exception to this public policy preference exists when a forum-selection clause is the “sole basis of a court's personal jurisdiction over a defendant” (Reply, ECF No. 14 at PageID.164 (citing Rolls-Royce Sols. Am. Inc. v. ACS Mfg., Inc., 619 F. Supp. 3d 756, 763 (E.D. Mich. 2022)). But, as noted above, Stryker does not argue that the forum-selection clause is the sole basis of personal jurisdiction here. Accordingly, this factor also weighs in favor of enforcing the forum-selection clause in Defendants’ non-compete agreements. See Lakeside, 16 F.4th at 216, 222.

In sum, the Court concludes that the forum-selection clause at issue is enforceable under federal common law. See Lakeside, 16 F.4th at 216; Wong, 589 F.3d at 828. Additionally, the Court notes that the parties do not dispute that the forum-selection clause is “applicable,” “mandatory,” and “valid.” See Lakeside, 16 F.4th at 216. The Court thus concludes that Stryker has made the showing required to defeat Defendants’ Rule 12(b)(2) motion, and the Court has personal jurisdiction over Defendants. See Theunissen, 935 F.2d at 1458; Preferred Capital, 453 F.3d at 721 (“The use of a forum selection clause is one way in which contracting parties may agree in advance to submit to the jurisdiction of a particular court.”); Potomac, 431 N.W.2d at 216 (noting that both Michigan's long-arm statute and the Due Process Clause authorize an individual to consent to personal jurisdiction through a forum-selection clause).

(b) Forum-Selection Clause Would Also Be Enforceable Under State Law

Even if Stryker had argued that the forum-selection clause was the “sole basis” for personal jurisdiction here—which it did not—the Court would still enforce the clause. See Wong, 589 F.3d at 828 (noting that state law governs the enforceability of a forum-selection clause “when the clause is raised as the sole basis for personal jurisdiction”). As noted above, “Michigan's public policy favors the enforcement of contractual forum-selection clauses.” Lakeside, 16 F.4th at 220; accord Stone Surgical, 858 F.3d at 388 (“Michigan law favors forum-selection clauses[.]”).

Defendants argue that “the Michigan Legislature has imposed” certain “limitations upon the enforcement of [forum-selection clauses] when they form the sole basis of a court's personal jurisdiction[.]” Rolls-Royce Sols. Am. Inc. v. ACS Mfg., Inc., 619 F. Supp. 3d 756, 763 (E.D. Mich. 2022); Mot., ECF No. 11 at PageID.73. “Under the Reasonably Convenient Place Statute, where a forum selection clause provides ‘the only basis for the exercise of jurisdiction,’ a trial court ‘shall entertain the action’ only if, among other things, Michigan ‘is a reasonably convenient place for the trial of the action.’ ” Id. (quoting Mich. Comp. Laws § 600.745(2)). “The history and plain language of this statute confirm that it was intended, in large part, to secure for trial courts the discretion to decline enforcement of forum selection clauses that purport to compel litigation in Michigan when Michigan is not a logical and convenient forum.” Id. (emphasis added).

In determining whether a forum represents a “reasonably convenient place for the trial of the action,” Michigan courts examine the following factors:

(1) the private interest of the litigants, including the location of the parties, ease of access to sources of proof, the distance from the incident giving rise to the litigation, and other practical problems that contribute to the ease, expense, and expedition of the trial;

(2) matters of public interest, including consideration of which state law will govern the case, potential administrative difficulties, and people concerned by the proceeding; and

(3) reasonable promptness on the part of the defendants in raising the issue of forum non conveniens dismissal.

Id. at 765 (citing Cray v. Gen. Motors Corp., 389 Mich. 382, 388–89 (1973)). These factors weigh in favor of enforcing the forum-selection clause here for several reasons.

Under the first factor, the Court notes that Stryker is based in Michigan, Defendant Dunn lives in New Jersey, and Defendant Genovese lives in Buffalo, New York ⁴ (Compl., ECF No. 1 at PageID.2–3). Stryker has presented evidence that the confidential information involved in this dispute was stored at least in part in Michigan, the effects of any breach of confidentiality are felt in Michigan, and corporate personnel based in Michigan may provide testimony at trial (see, e.g., Puka Decl., ECF No. 13-1 at PageID.123–124). Defendants have presented evidence that they performed their job duties in the Northeast and Mid-Atlantic regions generally, not in Michigan. These facts do not establish that Michigan is an illogical or inconvenient forum under the first Cray factor. See Rolls-Royce, 619 F. Supp. 3d at 763.

Second, turning to the public interest factors, Defendants admit that “Michigan law applies” to this dispute (Mot., ECF No. 11 at PageID.78). Defendants do not argue that the Western District of Michigan is congested (id. at 79). And Defendants admit that “[t]here is a local interest in having localized controversies decided at home” (id. (citing Radeljak v. Daimlerchrysler Corp., 475 Mich. 598, 611 (2006))). Defendants do not argue that this case should be tried in Buffalo or New Jersey, where they are at home, and Stryker is a Michigan corporation. This factor indicates that the Western District of Michigan is a reasonably convenient forum for this dispute. Cray, 389 Mich. at 388–89.

Third, Defendants filed their motion with “reasonable promptness.” See Rolls-Royce, 619 F. Supp. 3d at 765, 767. This factor does not weigh against Defendants, but even the case law that they cite indicates that the Court should “not assign much weight to this factor.” Id. The balance of these three factors weighs in favor of enforcing the forum-selection clause under Michigan law.

The cases cited by Defendants to the contrary are readily distinguishable for the reasons noted by Stryker (Opp., ECF No. 13 at PageID.112–116). For example, Rolls-Royce involved a forum-selection clause set forth in the terms and conditions of a series of purchase orders between companies operating nationwide, and those agreements bear little similarity to those at issue here. See 619 F. Supp. 3d at 756–59. In this case, Defendants personally signed employment agreements that put them on notice that they would be selling products on behalf of a Michigan-based employer and that they would be bound by Michigan law (Genovese Non-Compete Agreement, ECF No. 1-1 at PageID.22–31; Dunn Non-Compete Agreement, ECF No. 1-2 at PageID.33–43). Cf. Turcheck v. Amerifund Fin., Inc., 272 Mich. App. 341, 350 (2006) (“Like the ․ United States Supreme Court, we conclude that inconvenience, insofar as it is within the contemplation of the parties at the time of contracting, should not render a forum-selection clause unenforceable.”). The protections built into the agreement—including the non-compete, confidential information, and forum-selection clauses—involve corporate interests centered on and experienced at the corporate headquarters in Michigan (Puca Decl., ECF No. 13-1 at PageID.124). Rolls-Royce does not address similar concerns, and that case has limited persuasive value given the facts at issue here.

At bottom, the Court concludes that the Reasonably Convenient Place Statute does not undermine the enforceability of the forum-selection clause contained in the Defendants’ non-compete agreements, particularly given that “Michigan's public policy favors the enforcement of contractual forum-selection clauses.” Lakeside, 16 F.4th at 220; Stone Surgical, 858 F.3d at 388 (affirming application of the forum-selection clause in a Stryker non-compete agreement given that “Michigan law favors forum-selection clauses”). The clause would be enforceable even if state law governed this analysis, as opposed to federal common law. Accordingly, Defendants’ argument fails, and the Court denies the motion to dismiss for lack of personal jurisdiction.

2. The Forum-Selection Clause Defeats Defendants’ Arguments Regarding Venue

Defendants argue that the Court should dismiss this case under Federal Rule of Civil Procedure 12(b)(3) and 28 U.S.C. § 1391(b), reasoning that Defendants are not subject to personal jurisdiction in this Court (Mot., ECF No. 11 at PageID.68 (“[B]ecause this Court lacks personal jurisdiction over the Defendants and none of the events or omissions giving rise to the claim occurred in Michigan, dismissal is also appropriate pursuant to Fed. R. Civ. P. 12(b)(3) for improper venue.”). This argument fails for the reasons noted above. See, e.g., Preferred Capital, 453 F.3d at 721 (“[T]here are a variety of legal arrangements whereby litigants may consent to the personal jurisdiction of a particular court system. The use of a forum-selection clause is one way in which contracting parties may agree in advance to submit to the jurisdiction of a particular court.”) (cleaned up). Accordingly, the Court denies the motion to dismiss under Rule 12(b)(3).

Defendants also argue that “[e]ven if the Court determines that Defendants are subject to personal jurisdiction in Michigan and venue in this District is proper, the Court should nevertheless transfer this case to the U.S. District Court for the Southern District of New York pursuant to 28 U.S.C. § 1404(a)” (Mot., ECF No. 11 at PageID.85). But Defendants expressly consented to venue in this district, and it “is well-settled that venue provisions have long been subject to contractual waiver through a valid forum selection agreement.” United States v. P.J. Dick Inc., 79 F. Supp. 2d 803, 807 (E.D. Mich. 2000) (citing federal appellate authority); accord Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165, 168 (1939). Defendants are “not entitled to transfer the case to another district [given] the forum selection clause and its explicit waiver of objections to venue. This view aligns with common sense and appears to be the majority view among district courts.” Acrisure LLC v. Jacobi, No. 1:26-CV-1917, 2026 WL 2524642, at *8 (W.D. Mich. Aug. 27, 2026) (citing Huawei Techs. Co. v. Yiren Huang, No. 4:17-CV-00893, 2018 WL 1964180, at *8 (E.D. Tex. Apr. 25, 2018) (collecting cases)).

Finally, even if Defendants had not waived any challenge to venue, their motion would still fail on the merits. “In the typical case not involving a forum selection clause, a district court considering a § 1404(a) motion (or a forum non conveniens motion) must evaluate both the convenience of the parties and various public-interest considerations.” Atl. Marine, 571 U.S. at 62–63. “The calculus changes, however, when there is a valid and enforceable forum-selection clause.” Lakeside, 16 F.4th 209 at 215. “In such cases ․ courts consider arguments only under the public-interest factors, treating the private-interest factors as ‘weigh[ing] entirely in favor of the preselected forum.’ ” Id. (quoting Atl. Marine, 571 U.S. at 63–64).⁵ “A valid forum-selection clause should be given controlling weight” in deciding a motion to transfer under § 1404(a) “in all but the most exceptional cases.” Atl. Marine, 571 U.S. at 63. This is not an exceptional case.

The applicable public interest factors weigh against transfer here. No evidence in the record indicates that “court congestion” requires transfer. See Wong, 589 F.3d at 832. Stryker is based in this district, and thus adjudicating this case here will vindicate “local interest in the matter” and avoid any “unfairness” in unduly “burdening local citizens with jury duty” unrelated to those local interests. See id. And, as discussed above, Michigan law applies to this dispute, so the “interest in having the trial at home with the law that governs” weighs against transfer. See id. Given these facts, Defendants would not have met the heavy burden of justifying transfer even if they had not waived any objection to venue. See Atl. Marine, 571 U.S. at 63; see also Boling, 771 F. App'x at 568 (“Public-interest factors ․ will rarely defeat a transfer motion, and thus the practical result is that forum-selection clauses will almost always control.”). The Court denies the motion to transfer venue under Section 1404(a).

III. CONCLUSION

Defendants executed a non-compete agreement containing a forum-selection clause that is binding and enforceable under federal common law and that would also be enforceable under Michigan law. Defendants consented to personal jurisdiction in this Court. They also consented to venue in this district.

Accordingly:

IT IS ORDERED that Defendants’ motion to dismiss or transfer venue (ECF No. 11) is DENIED.

FOOTNOTES

1.   Defendants ignore this portion of Ridgeway's analysis, resulting in waiver. See Am. Elec. Power Serv. Corp. v. Fitch, No. 22-3005, 2022 WL 3794841, at *6 (6th Cir. Aug. 30, 2022) (“[A] litigant who fails to press a point by supporting it with pertinent authority, or by showing why it is sound despite a lack of supporting authority, forfeits the point.”); Patterson v. Stryker Emp. Co., LLC, No. 1:24-CV-708, 2026 WL 1410166, at *8 (W.D. Mich. May 12, 2026) (noting that a party “may not ․ give only cursory treatment of an issue with little or no citation of supporting authority”).

2.   See Veteran Payment Sys., LLC v. Gossage, No. 5:14CV981, 2015 WL 545764, at *5 (N.D. Ohio Feb. 10, 2015) (collecting cases) (“Federal courts hold that forum selection clauses that have been freely bargained for are prima facie valid and enforceable,” and this includes forum-selection clauses adopted in the “employment setting, where the parties may not have equal bargaining power and the employee may not be a sophisticated business person”); Shingler v. Smile Care, LLC, No. 1:14 CV 725, 2014 WL 3543800, at *3 (N.D. Ohio July 17, 2014) (“The Agreement between [the employee and employer] contains a valid forum-selection clause and there is no basis upon which to find that Plaintiff either did not understand the Agreement or was somehow coerced into signing the Agreement.”); Mayer v. gpac, LLP, No. 3:22-CV-00949, 2023 WL 3690235, at *4 (M.D. Tenn. May 26, 2023) (collecting cases) (analyzing the enforceability of a forum-selection clause under Lakeside and concluding that courts “have regularly rejected arguments that the imbalance in power between employees and employers renders such clauses invalid,” particularly where the party arguing against enforcement is not “a particularly unsophisticated employee, incapable of understanding the agreement he signed”).

3.   “In Wong, the Sixth Circuit found that, even though the plaintiffs domiciled in Ohio were not sophisticated business entities with the ability to negotiate the forum, and even though continuing their suit in the country of Gibraltar would no doubt be an inconvenience, they had not carried their ‘heavy burden’ of showing that enforcing the forum selection clause would be unjust or unreasonable.” Campbell v. St. Jude Med. S.C., Inc., No. 16-12706, 2017 WL 11849480, at *4 (E.D. Mich. Mar. 29, 2017) (enforcing forum-selection clause); accord Pro. Eng'g Assocs., Inc. v. Kaakouch, No. 23-CV-10967, 2023 WL 4084492, at *6 (E.D. Mich. June 20, 2023) (“The only issue is factor three—whether Michigan is so seriously inconvenient that requiring the plaintiff to bring suit there would be unjust. [Defendant] has failed to meet this high burden. Mere inconvenience of the party seeking to avoid the clause is insufficient to satisfy the third factor. In fact, the Sixth Circuit has held, absent showing a party will be exploited or unfairly treated, enforcement of a forum selection clause is reasonable.”) (citing Wong, 589 F.3d at 828)).

4.   Defendants argue that this case would be more appropriately tried in the Southern District of New York. Buffalo is almost as far from Manhattan as it is from Grand Rapids.

5.   “The public-interest factors include administrative difficulties flowing from court congestion; the local interest in having localized controversies decided at home; the interest in having the trial of a diversity case in a forum that is at home with the law that must govern the action; the avoidance of unnecessary problems in conflict of laws, or in the application of foreign law; and the unfairness of burdening citizens in an unrelated forum with jury duty.” Lakeside, 16 F.4th at 215 n.2.

Hon. Robert J. Jonker United States District Judge