MEMORANDUM OPINION & ORDER Plaintiff Cognizant Technology Solutions Corporation (“Cognizant”) filed this action against law firm Bohrer PLLC (the “Bohrer Firm”) and its managing partner Jeremy I. Bohrer (individually, “Bohrer,” and collectively with the Bohrer Firm, “Defendants”), for allegedly fraudulent billing practices in connection with their representation of Cognizant’s former Chief Legal Officer, Steven Schwartz, in various criminal and civil proceedings. Plaintiff brings claims for fraud, civil conspiracy, and unjust enrichment and seeks to recover over $20 million in fees and expenses it has already paid to the Bohrer Firm. Now before the Court is Defendants’ motion to dismiss the claims against them or, alternatively, to stay the action. The threshold issue on this motion is whether Cognizant’s claims are governed by a forum selection clause contained in an agreement between it and Schwartz, pursuant to which Cognizant agreed to indemnify Schwartz against any litigation expenses, including attorneys’ fees, incurred by reason of his employment. The agreement specifies that all disputes “arising out of or in connection with” the contract must be brought in the Delaware Court of Chancery. Because the Court is persuaded by Defendants’ arguments that both the parties and the claims in this action fall within the scope of the forum selection clause, it grants their motion to dismiss on this basis and does not reach the sufficiency of Cognizant’s complaint. The Delaware Court of Chancery is the proper forum for Cognizant’s fraud and related claims. BACKGROUND I. The Parties Plaintiff Cognizant, a Delaware technology services corporation, formerly employed Steven Schwartz as its Executive Vice President and Chief Legal Officer. Compl. 20. Schwartz was hired by Cognizant in 2001 and resigned in 2016. Id. In 2016, Cognizant began investigating Schwartz for his involvement in suspected Foreign Corrupt Practices Act (“FCPA”) violations stemming from the company’s operations in India. Id.
28-29. In September of 2016, Cognizant voluntarily notified the DOJ and SEC of its investigation. Id. 30. Schwartz was subsequently charged by the DOJ with violating the FCPA and is currently a defendant in four separate proceedings in the District of New Jersey — the criminal case brought by the DOJ and three civil cases brought by the SEC and Cognizant’s shareholders (the “Proceedings”). Id. 2. In July 2018, Schwartz retained the Bohrer Firm to represent him in the Proceedings, alongside Paul, Weiss, Rifkind, Wharton & Garrison LLP and Gibbons P.C. Id.
