Background
Symrise, Inc. sued former employees Paul Graham and Ahmed Nour for alleged trade secret violations and unfair competition. The employees moved to compel arbitration based on clauses in their employment agreements. The District Court denied Graham’s motion, ruling the separation agreement superseded the employment agreement and waived arbitration rights. The court denied Nour’s motion without prejudice, ordering discovery to determine if an arbitration agreement existed.
The court’s reasoning
The Court held that the Graham Separation Agreement did not displace the arbitration provision in the Graham Employment Agreement because Paragraph Four of the Separation Agreement expressly incorporated the Employment Agreement. The Court found that a choice of law clause selecting New Jersey law did not conflict with the arbitration clause. Regarding Nour, the Court vacated the order for discovery, noting that the District Court applied an outdated standard from Guidotti rather than the clarified standard in Young, which requires a genuine factual dispute regarding the agreement’s existence or scope.
The plain text of the Graham Separation Agreement clearly indicates the parties’ intent to incorporate the Graham Employment Agreement, including the arbitration provision therein, into the Graham Separation Agreement.
Symrise, Inc. v. Kennison; Ali, 24-2657 (3d Cir. Mar. 2, 2026)
What it means going forward
Employers and employees in the Third Circuit must now apply the Young standard when evaluating motions to compel arbitration, requiring a genuine factual dispute before ordering discovery. The ruling reinforces that specific incorporation clauses in separation agreements preserve arbitration rights from prior employment contracts.