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BER L 007303-20 01/07/2022 Pg 1 of 6 Trans ID: LCV2022102974
AMENDED BY THE COURT
FILED
Michael T. Wilkos, Esq. - NJ ID No, 027922011
Kirmser, Lamastra, Cunningham & Skinner
JAN 07 2022
202A Hall's Mill Road JOHN D, O'DWyE
R, Pul.Cy,
P O Box 1675
Whitehouse Station, New Jersey 08889-1675
(908) 572-3600
michael. wilkos@kirmserlaw.com
Attorneys for Defendants PSI International, tne, and Kyeong Soo “Richard” Seol
SEUNG JEE WOO, SUPERIOR COURT OF NEW JERSEY
LAW DIVISION: BERGEN COUNTY
Plaintiff DOCKET NO. BER-L-7303-20
Vv. CIVIL ACTION
PSL INTERNATIONAL, INC., SANG UK ORDER
"JEFFREY" LEE, KYEONG SOO
"RICHARD" SEOL, YEON W. SEOL,
SOOJIN BAEK, AND XYZ COMPANIES
(FICTITIOUS NAMES NUMBERS !-10),
JOHN AND JANES DOES (FICTITIOUS
NAMES NUMBERS 1-10)
Defendants
THIS MATTER having come before the Court upon the Motion of Kirmser, Lamastra,
Cunningham & Skinner (Michael T. Wilkos, Esquire, appearing), attorneys for Defendants PSI
International, Inc. and Kyeong Soo “Richard” Seol, for an Order Dismissing Plaintiffs Complaint;
and the Court having reviewed the papers submitted in support thereof and in opposition thereto,
as well as the arguments of counsel; and for good cause shown;
ITIS ON THIS 7th day of January , 2022,
ORDERED that the Motion to Dismiss of Defendants PSI International, Inc. and Kyeong
Soo “Richard” Seol is GRANTED. The Court finds that there is a valid forum selection clause
mandating that any claims be brought in Fairfax County, Virginia.
BER L 007303-20 01/07/2022 Pg 2 of 6 Trans ID: LCV2022102974
Thus, for the reasons set forth in the attached Rider, the Complaint of Plaintiff, Seung Jee
Woo, is hereby dismissed without prejudice; and it is further
ORDERED that a copy of this Order be served upon all counsel vj ‘ourts,
Hon, Jojuf D. Dwyer, P.J.Cv.
BER L 007303-20 01/07/2022 Pg 3 of 6 Trans ID: LCV2022102974
WOO V. PSI INTERNATIONAL, INC,
Docket No. BER-L-7303-20
Rider to the Order Dated January 7, 2022
BACKGROUND
Plaintiff’s action is based upon her refusal to comply with defendant PSI International’s
alleged attempt to have plaintiff issue an offer of employment to a person whom she believed did
not exist. Plaintiff alleges that Defendants PSI, Richard Seol, Y. Seol, and Jeffrey Lee,
unlawfully terminated her employment with PSI on or around Thanksgiving Day, November 28,
2019. Plaintiff alleges that the termination violated the New Jersey Conscientious Employee
Protection Act (CEPA) because the termination was taken in retaliation for plaintiff's objection
to defendants’ allegedly unlawful and fraudulent practices. Specifically, plaintiff refused to sign
on behalf of PSI an offer letter that she believed to be addressed to a fictitious or phantom
candidate in an alleged attempt by the defendants to embezzle corporate monies. Plaintiff's
complaint also states claims for breach of contract and related torts dealing with PSI’s alleged
failure to compensate plaintiff for work that she performed in addition to her regular job
functions.
It is undisputed that plaintiff signed an Employment Agreement while working for PSI,
Section 14 of the Agreement contains the following forum-selection provision:
{a) Employee acknowledges and agrees that he/she is an employee of PSI, a Virginia corporation,
with its principal place of business in Fairfax, Virginia, and that he/she is not an employee of any
Customerto which Employee is assigned. Further, Employee acknowledges that although the
location where Employee is assigned and/or performs his/her duties may change or be outside of
PSI's headquarters in Fairfax, Virginia, this Agreement was negotiated, executed and intended to
be performed by his/her employment with PSI in Fairfax, Virginia.
BER L 007303-20 01/07/2022 Pg 4 of 6 Trans ID: LCV2022102974
(b) Employee therefore agrees that any legal action, in law or equity, to enforce this Agreement,
or which is in any manner based upon it, regardiess of the state in which he/she works or lives,
shall be brought in the Circuit Court of Fairfax County, Virginia. Employee hereby affirmatively
consents to the original and exclusive jurisdiction of the Circuit Court of Fairfax County, Virginia,
over any dispute arising out of his/her employment with PSI, and/or his/her rights and duties
under this Agreement. Further, Employee agrees that all aspects of such controversy, substantive
and procedural, shall be governed by the laws of the Commonwealth of Virginia, without regard
to conflict of laws principles.
Defendants PSI International, Inc. and Kyeong Soo “Richard” Seol have submitted a
motion to dismiss plaintiff's complaint on the basis that the forum-selection provision in Section
14 of the Agreement requires plaintiff to bring any action arising out of her employment with
PSI in the Circuit Court of Fairfax County, Virginia. Thus, defendants contend that the Superior
Court of New Jersey lacks jurisdiction over plaintiff's claims as it is not the “contractually-
selected forum for this litigation.”
Plaintiff argues that, as a matter of contract interpretation, “the forum selection clause
requires a Virginia forum only if PSI were to sue plaintiff” but dees not require a particular
forum for plaintiff's claims against PSI. Additionally, plaintiff argues that the public policy
interests underpinning CEPA override forum-selection clauses and render them unenforceable.
ANALYSIS
It is well settled that “forum selection clauses are prima facie valid and enforceable in
New Jersey.” Caspi v. Microsoft Network, L.L.C., 323 N.J, Super. 118, 122 (App. Div. 1999).
“The courts of our State have generally enforced forum selection clauses where: (1) they are not
the product of fraud or undue bargaining power, (2) they would not violate public policy, and (3)
their enforcement would not seriously inconvenience the parties at trial." Hoffman v.
Supplements Togo Management, LLC. 419 N.J. Super. 596, 606 (App. Div. 2011).
BER L 007303-20 01/07/2022 Pg 5 of 6 Trans ID: LCV2022102974
Plaintiff argues in favor of an interpretation of the Employment Agreement that narrows
the scope of the forum-selection provision in Section 14 of the Agreement. Plaintiff contends
that the Agreement “is aimed exclusively at protection of PSI’s intellectual property” and “is
silent as to corresponding rights and remedies for plaintiff.” As such, plaintiff argues that Section
14 of the Agreement, which is entitled “Enforcement,” only applies when a legal action is
initiated by PSI.
The Court finds that the applicability of Section 14 of the Agreement is not as limited as
plaintiff suggests. Part (b) provides that:
(b) Employee therefore agrees that any legal action, in law or equity, to enforce this Agreement,
or which is in any manner based upon it, regardless of the state in which he/she works or lives,
shall be brought in the Circuit Court of Fairfax County, Virginia. Employee hereby affirmatively
consents to the original and exclusive jurisdiction of the Circuit Court of Fairfax County, Virginia,
over any dispute arising out of his/her employment with PSI, and/or his/her rights and duties
under this Agreement. Further, Employee agrees that all aspects of such controversy,
substantive and procedural, shall be governed by the laws of the Commonwealth of Virginia,
without regard to conflict of laws principles.
As highlighted above, the forum-selection clause contained in Section 14 is not only
triggered in legal actions to enforce the Agreement itself but is also applicable in “any dispute”
arising out of an employee’s employment with PSI or “his/her rights and duties under this
Agreement.” Thus, the forum-selection clause applies in any legal action arising out of one’s
employment with PSI and any legal action that is brought pursuant to a provision of the
Agreement pertaining to an employee’s “rights and duties” under the Agreement. Thus, for the
foregoing reasons, the Court finds that the forum-selection clause applies regardless of whether
PSI or an employee initiates the legal action.
Secondly, plaintiff argues that even if the forum-selection clause applies here, the public
policy underpinning CEPA overrides the clause and renders it unenforceable. Plaintiff points out
BER L 007303-20 01/07/2022 Pg 6 of 6 Trans ID: LCV2022102974
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that courts have on occasion invalidated forum-selection clauses where enforcement would
eviscerate the public policy codified in certain statutes, For instance, plaintiff cites Kubis
Perszyk Assoc., Inc. v, Sun Microsystems, Inc.,146 N.J. 176, 192-93 (1996), in which the New
Jersey Supreme Court held that "forum-selection clauses in contracts subject to the Franchise
[Practices] Act... are presumptively invalid because they fundamentally conflict with the basic
legislative objectives.”
However, plaintiff cites no precedent in which the same conclusion was reached in an
action under CEPA. Thus, the Court has no authority to find that enforcement of a forum-
selection clause, which are routinely held to be “prima facie valid and enforceable in New
Jersey,” would eviscerate the public policy interests codified in CEPA. Caspi y. Microsoft
Ne twork, L.L.C., 323 N.J, Super. 118, 122 (App. Div. 1999).
CONCLUSION
For the foregoing reasons, defendants’ motion is GRANTED.
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BER L 007303-20 01/07/2022 Pg 1 of 6 Trans ID: LCV2022102974 AMENDED BY THE COURT FILED Michael T. Wilkos, Esq. - NJ ID No, 027922011 Kirmser, Lamastra, Cunningham & Skinner JAN 07 2022 202A Hall's Mill Road JOHN D, O'DWyE R, Pul.Cy, P O Box 1675 Whitehouse Station, New Jersey 08889-1675 (908) 572-3600 michael. wilkos@kirmserlaw.com Attorneys for Defendants PSI International, tne, and Kyeong Soo “Richard” Seol SEUNG JEE WOO, SUPERIOR COURT OF NEW JERSEY LAW DIVISION: BERGEN COUNTY Plaintiff DOCKET NO. BER-L-7303-20 Vv. CIVIL ACTION PSL INTERNATIONAL, INC., SANG UK ORDER "JEFFREY" LEE, KYEONG SOO "RICHARD" SEOL, YEON W. SEOL, SOOJIN BAEK, AND XYZ COMPANIES (FICTITIOUS NAMES NUMBERS !-10), JOHN AND JANES DOES (FICTITIOUS NAMES NUMBERS 1-10) Defendants THIS MATTER having come before the Court upon the Motion of Kirmser, Lamastra, Cunningham & Skinner (Michael T. Wilkos, Esquire, appearing), attorneys for Defendants PSI International, Inc. and Kyeong Soo “Richard” Seol, for an Order Dismissing Plaintiffs Complaint; and the Court having reviewed the papers submitted in support thereof and in opposition thereto, as well as the arguments of counsel; and for good cause shown; ITIS ON THIS 7th day of January , 2022, ORDERED that the Motion to Dismiss of Defendants PSI International, Inc. and Kyeong Soo “Richard” Seol is GRANTED. The Court finds that there is a valid forum selection clause mandating that any claims be brought in Fairfax County, Virginia. BER L 007303-20 01/07/2022 Pg 2 of 6 Trans ID: LCV2022102974 Thus, for the reasons set forth in the attached Rider, the Complaint of Plaintiff, Seung Jee Woo, is hereby dismissed without prejudice; and it is further ORDERED that a copy of this Order be served upon all counsel vj ‘ourts, Hon, Jojuf D. Dwyer, P.J.Cv. BER L 007303-20 01/07/2022 Pg 3 of 6 Trans ID: LCV2022102974 WOO V. PSI INTERNATIONAL, INC, Docket No. BER-L-7303-20 Rider to the Order Dated January 7, 2022 BACKGROUND Plaintiff’s action is based upon her refusal to comply with defendant PSI International’s alleged attempt to have plaintiff issue an offer of employment to a person whom she believed did not exist. Plaintiff alleges that Defendants PSI, Richard Seol, Y. Seol, and Jeffrey Lee, unlawfully terminated her employment with PSI on or around Thanksgiving Day, November 28, 2019. Plaintiff alleges that the termination violated the New Jersey Conscientious Employee Protection Act (CEPA) because the termination was taken in retaliation for plaintiff's objection to defendants’ allegedly unlawful and fraudulent practices. Specifically, plaintiff refused to sign on behalf of PSI an offer letter that she believed to be addressed to a fictitious or phantom candidate in an alleged attempt by the defendants to embezzle corporate monies. Plaintiff's complaint also states claims for breach of contract and related torts dealing with PSI’s alleged failure to compensate plaintiff for work that she performed in addition to her regular job functions. It is undisputed that plaintiff signed an Employment Agreement while working for PSI, Section 14 of the Agreement contains the following forum-selection provision: {a) Employee acknowledges and agrees that he/she is an employee of PSI, a Virginia corporation, with its principal place of business in Fairfax, Virginia, and that he/she is not an employee of any Customerto which Employee is assigned. Further, Employee acknowledges that although the location where Employee is assigned and/or performs his/her duties may change or be outside of PSI's headquarters in Fairfax, Virginia, this Agreement was negotiated, executed and intended to be performed by his/her employment with PSI in Fairfax, Virginia. BER L 007303-20 01/07/2022 Pg 4 of 6 Trans ID: LCV2022102974 (b) Employee therefore agrees that any legal action, in law or equity, to enforce this Agreement, or which is in any manner based upon it, regardiess of the state in which he/she works or lives, shall be brought in the Circuit Court of Fairfax County, Virginia. Employee hereby affirmatively consents to the original and exclusive jurisdiction of the Circuit Court of Fairfax County, Virginia, over any dispute arising out of his/her employment with PSI, and/or his/her rights and duties under this Agreement. Further, Employee agrees that all aspects of such controversy, substantive and procedural, shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. Defendants PSI International, Inc. and Kyeong Soo “Richard” Seol have submitted a motion to dismiss plaintiff's complaint on the basis that the forum-selection provision in Section 14 of the Agreement requires plaintiff to bring any action arising out of her employment with PSI in the Circuit Court of Fairfax County, Virginia. Thus, defendants contend that the Superior Court of New Jersey lacks jurisdiction over plaintiff's claims as it is not the “contractually- selected forum for this litigation.” Plaintiff argues that, as a matter of contract interpretation, “the forum selection clause requires a Virginia forum only if PSI were to sue plaintiff” but dees not require a particular forum for plaintiff's claims against PSI. Additionally, plaintiff argues that the public policy interests underpinning CEPA override forum-selection clauses and render them unenforceable. ANALYSIS It is well settled that “forum selection clauses are prima facie valid and enforceable in New Jersey.” Caspi v. Microsoft Network, L.L.C., 323 N.J, Super. 118, 122 (App. Div. 1999). “The courts of our State have generally enforced forum selection clauses where: (1) they are not the product of fraud or undue bargaining power, (2) they would not violate public policy, and (3) their enforcement would not seriously inconvenience the parties at trial." Hoffman v. Supplements Togo Management, LLC. 419 N.J. Super. 596, 606 (App. Div. 2011). BER L 007303-20 01/07/2022 Pg 5 of 6 Trans ID: LCV2022102974 Plaintiff argues in favor of an interpretation of the Employment Agreement that narrows the scope of the forum-selection provision in Section 14 of the Agreement. Plaintiff contends that the Agreement “is aimed exclusively at protection of PSI’s intellectual property” and “is silent as to corresponding rights and remedies for plaintiff.” As such, plaintiff argues that Section 14 of the Agreement, which is entitled “Enforcement,” only applies when a legal action is initiated by PSI. The Court finds that the applicability of Section 14 of the Agreement is not as limited as plaintiff suggests. Part (b) provides that: (b) Employee therefore agrees that any legal action, in law or equity, to enforce this Agreement, or which is in any manner based upon it, regardless of the state in which he/she works or lives, shall be brought in the Circuit Court of Fairfax County, Virginia. Employee hereby affirmatively consents to the original and exclusive jurisdiction of the Circuit Court of Fairfax County, Virginia, over any dispute arising out of his/her employment with PSI, and/or his/her rights and duties under this Agreement. Further, Employee agrees that all aspects of such controversy, substantive and procedural, shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles. As highlighted above, the forum-selection clause contained in Section 14 is not only triggered in legal actions to enforce the Agreement itself but is also applicable in “any dispute” arising out of an employee’s employment with PSI or “his/her rights and duties under this Agreement.” Thus, the forum-selection clause applies in any legal action arising out of one’s employment with PSI and any legal action that is brought pursuant to a provision of the Agreement pertaining to an employee’s “rights and duties” under the Agreement. Thus, for the foregoing reasons, the Court finds that the forum-selection clause applies regardless of whether PSI or an employee initiates the legal action. Secondly, plaintiff argues that even if the forum-selection clause applies here, the public policy underpinning CEPA overrides the clause and renders it unenforceable. Plaintiff points out BER L 007303-20 01/07/2022 Pg 6 of 6 Trans ID: LCV2022102974 . that courts have on occasion invalidated forum-selection clauses where enforcement would eviscerate the public policy codified in certain statutes, For instance, plaintiff cites Kubis Perszyk Assoc., Inc. v, Sun Microsystems, Inc.,146 N.J. 176, 192-93 (1996), in which the New Jersey Supreme Court held that "forum-selection clauses in contracts subject to the Franchise [Practices] Act... are presumptively invalid because they fundamentally conflict with the basic legislative objectives.” However, plaintiff cites no precedent in which the same conclusion was reached in an action under CEPA. Thus, the Court has no authority to find that enforcement of a forum- selection clause, which are routinely held to be “prima facie valid and enforceable in New Jersey,” would eviscerate the public policy interests codified in CEPA. Caspi y. Microsoft Ne twork, L.L.C., 323 N.J, Super. 118, 122 (App. Div. 1999). CONCLUSION For the foregoing reasons, defendants’ motion is GRANTED.