Law Report: Analysis of Employment Agreement Dispute, Argentina Law

This report analyzes a dispute arising from an employment agreement, focusing on the choice of law between Argentina and California. The analysis considers the Restatement (Second) of Conflict of Law, specifically Sections 6 and 188, to determine the jurisdiction with the most significant rel...Read More

Omar Alhusayni
Essay (3)
Issue:
Under Sections 6 and 188 of the Restatement Argentina law should apply
to the issue of whether Exec breached the employment agreement.
Rules:
When a court has no statutory directive on choice of law, the court may
consider the needs of the interstate and international systems, the protection of
justified expectations, and the basic policies underlying the particular field of law.
Restatement (Second) of Conflict of Law Section6.Am.cmt.k Am.Law inst (1969)
“(1) The rights and duties of the parties with respect to an issue in contract
are determined by the local law of the state which has the most significant
relationship to the transaction and the parties under the principles stated in
Section 6” Restatement (Second) of
ConflictofLawSection188.Am.cmt.kAm.Lawinst(1969)
(2) In the absence of an effective choice of law by the parties, to apply the
principles of §6 in determining the law applicable to an issue , the court may
consider: the place of contracting, the location of the subject matter of the
contract, and the domicile, residence, nationality, place of incorporation and place
of business of the parties. These contacts are to be evaluated according to their
relative importance with respect to the particular issue. Id
Application:

Here, Argentina law should apply because of several factors supporting so.
Firstly, Argentina is the place of contracting since the last act necessary for a
contract, which is most likely the signature, was made in Argentina. Secondly,
Argentina is the place of the subject matter of the contract, which is exerting the
best efforts by parties to develop the business of JVCO through entering the
telecom business in Argentina using confidential technology supplied by USCO.
Finally, to satisfy the needs of interstate and international systems , Argentina law
should apply, because otherwise , Argentina companies would be discouraged from
entering into ventures with foreign companies. Thus, the local law of Argentina
should apply.
On the other hand, it might be arguable that California law should apply,
because of the following reasons. Firstly, the basic policies underlying Trade
Secret is more relevant and achievable in California than Argentina. That is to say,
assuming that Argentine policies and California policies underlying Trade Secret
law are largely the same but appear with minor differences, which is ,in fact, the
limitation period, the court should apply California law since its policies have
longer limitation , thus, Trade Secret law will be still applicable in the issue at
hand. Secondly, if Argentina law is applied, it would be unfair to hold Mr. Exec
liable for allegedly disclosing USCO trade secrets when he justifiably molded his
conducts according to the requirements of the state of California, and such a mold
is legally acceptable. Finally, , to stabilize the needs of interstate and international
systems , California law should apply, because otherwise , multi-national
companies would be discouraged from entering into ventures with Argentine
companies. Therefore, California law should apply.

Conclusion:
In conclusion, although it is a strong argument to say California law should
apply, I believe Argentina law should apply here since it is more convincing that
Argentina has the most significant relationship with the transaction and parties.