Iqvia Holdings Inc. v. Panagos

IQVIA Holdings Inc. v. Panagos, 2026 NCBC 81. STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION WAKE COUNTY 26CV009791-910 IQVIA HOLDINGS INC. and IQVIA RDS, INC., Plaintiffs, ORDER AND OPINION ON v. DEFENDANTS’ MOTION TO DISMISS AND PLAINTIFFS’ MOTION COSTA PANAGOS; SIMON FOR PRELIMINARY INJUNCTION BARTLE; JONATHAN LIMBOURIS; JAN LOTRIET, and SYNEOS HEALTH, INC., Defendants. 1. Over the past few years, ten or more high-ranking employees have left IQVIA Holdings Inc. and its subsidiary IQVIA RDS, Inc. (together, “IQVIA”) to join a top competitor, Syneos Health, Inc. In this lawsuit, IQVIA accuses four of those former employees—Costa Panagos, Simon Bartle, Jonathan Limbouris, and Jan Lotriet—of breaching nondisclosure, noncompetition, and other contractual restrictions in their new positions with Syneos. IQVIA also accuses Syneos of inducing all four to breach their contracts as part of a broader campaign of unfair competition. 2. Two early motions are pending. IQVIA has moved for a preliminary injunction in which it seeks to enforce Lotriet’s covenant not to compete. On the other side, Syneos and the four former employees have moved to dismiss the amended complaint for improper venue and failure to state a claim for relief. For the following reasons, the Court GRANTS the motion to dismiss for improper venue and therefore DENIES the motion for preliminary injunction as moot.  Fisher & Phillips, LLP, by David Klass and Daniel F. Lanciloti, for Plaintiffs IQVIA Holdings Inc. and IQVIA RDS, Inc. Robinson, Bradshaw, & Hinson, P.A., by Adam Doerr and Stephen D. Feldman, and Davis Polk & Wardwell LLP, by Andrew Ditchfield, for Defendants Costa Panagos, Simon Bartle, Jonathan Limbouris, Jan Lotriet, and Syneos Health, Inc. Conrad, Chief Judge. I. BACKGROUND 3. The following background is drawn from the allegations in the amended complaint. 4. IQVIA is one of the world’s largest clinical research organizations with operations in over 100 countries. The parent entity, IQVIA Holdings, is a Delaware corporation. Its subsidiary, IQVIA RDS, is a North Carolina corporation. Both maintain their headquarters in North Carolina. The amended complaint refers to the two entities in the singular as IQVIA, and the Court will do the same unless context requires otherwise. (See Am. Compl. ¶¶ 11, 12, 21, ECF No. 29.) 5. Syneos is also one of the world’s largest clinical research organizations and one of IQVIA’s biggest rivals. It is a Delaware corporation with its headquarters in North Carolina. (See Am. Compl. ¶¶ 18, 21.) 6. Panagos, Bartle, Limbouris, and Lotriet were all once high-ranking employees with IQVIA. Panagos joined IQVIA in 1999 and eventually became president of IQVIA’s Research & Development Solutions business unit. Bartle joined IQVIA in 2019 and was senior vice president for the same unit. Limbouris served as vice president in sales and worked closely with Panagos and Bartle. In nearly thirty years with IQVIA, Lotriet had many roles, most recently as head of a Customer Delivery Unit that performed clinical trial services for one large customer. (See Am. Compl. ¶¶ 23, 25, 77, 96, 97, 170.) 7. Each of these individuals earned stock awards under IQVIA’s incentive plan for key employees. To be eligible to receive the awards, they had to sign IQVIA’s standard Confidentiality and Restrictive Covenants Agreement. The four agreements—the Court will call them Confidentiality Agreements for short—are more or less identical. They contain terms that restrict the employees from disclosing and misusing IQVIA’s confidential information, as well as terms that limit the employees’ rights to compete against IQVIA and to solicit its customers and other employees for one year after the end of their employment. (See Am. Compl. ¶¶ 27– 29, 78, 101, 171; Conf. Agrmt., ECF No. 29.1.1) 8. In addition to their substantive terms, the Confidentiality Agreements include terms related to dispute resolution. There is a Delaware choice-of-law clause: “This Agreement and any dispute arising out of or related to it shall be governed and interpreted by” Delaware law. And there is a Delaware forum-selection clause: “I further agree that any legal action filed with respect to, or which impacts my obligations under, this Agreement . . . shall be brought exclusively in the federal or state courts in New Castle County, State of Delaware.” To underscore the Delaware connection, the agreements also state that they “shall be deemed to have been made and entered into in the State of Delaware” and that “Delaware has a substantial 1 Because the Confidentiality Agreements are alike, the Court will cite only Panagos’s version. relationship to this Agreement and a materially greater interest in applying its laws.” (Conf. Agrmt. § 8(g).) 9. Each time Panagos, Bartle, Limbouris, and Lotriet received a stock award under the incentive plan, they also signed an Award Agreement. As a group, they signed dozens of these agreements during their tenures. All the Award Agreements state that a breach of the covenants in the Confidentiality Agreements may result in forfeiture of a stock award. And much like the Confidentiality Agreements, all the Award Agreements contain Delaware choice-of-law and forum-selection clauses. (See Am. Compl. ¶¶ 41, 42, 81, 103, 174; Award Agrmt. §§ 10(a), 10(b)(i), 15, ECF No. 15.2 (example attached to Aff. C. Panagos).) 10. When Panagos resigned from IQVIA in September 2023, IQVIA reminded him of his covenant not to compete and sought assurances about his future plans. Panagos’s response left IQVIA unsatisfied. At some point, IQVIA came to believe that Panagos had not only accepted an offer with Syneos but also solicited an important client for Syneos. Perhaps cementing IQVIA’s suspicions, Syneos publicly announced that it had hired Panagos in October 2024. Others soon joined Panagos. Bartle resigned from IQVIA in December 2024 and went to Syneos, Limbouris did the same just a month later, and more employees followed throughout 2025 and beyond. (See Am. Compl. ¶¶ 52, 55–57, 60, 61, 66, 74, 90, 93, 96, 100, 169.) 11. According to IQVIA, Syneos is unlawfully raiding its upper echelons, picking off the difference makers most likely to tip the competitive scales. IQVIA alleges that Syneos knowingly put the former employees into directly competitive roles where using and disclosing its confidential information is a given. Moreover, Syneos allegedly created sham job disclosures and took other steps to try to convince IQVIA that its former employees were abiding by the Confidentiality Agreements. (See, e.g., Am. Compl. ¶¶ 105, 118, 156, 204.) 12. In its original complaint, IQVIA sued Syneos, Panagos, Bartle, and Limbouris. It asserted one claim for breach of contract against each former employee, alleging that the individuals breached the restrictive covenants in the Confidentiality Agreements and, thus, necessarily breached the Award Agreements as well. It also asserted claims against Syneos for tortious interference with the Confidentiality Agreements, tortious interference with at-will employment, and unfair or deceptive trade practices under N.C.G.S. § 75-1.1. (See generally Compl., ECF No. 3.) 13. Soon after the lawsuit began, the four original defendants filed a notice of designation in which they requested assignment to a Business Court Judge. That request was granted. They then moved to dismiss the complaint on several grounds, including improper venue. (See ECF Nos. 2, 14.) 14. At that point, IQVIA amended its complaint, mooting the motion to dismiss. Of note, the amendment named Lotriet as a new defendant—apparently, he resigned from IQVIA and joined Syneos after this case began—and added a claim for breach of contract against him that mirrors the claims against the other former employees. The claims against Syneos remained the same, albeit with the allegations related to Lotriet as further support. (See, e.g., Am. Compl. ¶¶ 176, 262, 277, 283, 292.)  15. With its amended complaint, IQVIA also moved for a preliminary injunction. In the motion, it seeks an order prohibiting Lotriet from violating the covenant not to compete in his Confidentiality Agreement. (ECF No. 32.) 16. Lotriet opposes that motion. He and his fellow defendants have also moved to dismiss the amended complaint for improper venue under Rule 12(b)(3) of the North Carolina Rules of Civil Procedure, citing the forum-selection clauses in the Confidentiality Agreements and the Award Agreements. They have moved to dismiss for failure to state a claim for relief under Rule 12(b)(6) as well. (ECF No. 45.) 17. The motion for preliminary injunction and the motion to dismiss are fully briefed, and the Court held a hearing on 1 October 2026. Because the motion to dismiss has the potential to dispose of the case, that is the place to begin. II. ANALYSIS 18. Freedom of contract is not just a good, venerable policy. It “is a fundamental basic right.” Gibbs v. Carolina Power & Light Co., 265 N.C. 459, 467 (1965); see also Muncie v. Travelers Ins. Co., 253 N.C. 74, 79 (1960) (“Freedom of contract, unless contrary to public policy or prohibited by statute is a fundamental right included in our constitutional guaranties.”). Within broad limits, contracting parties are free “to bind themselves as they see fit.” Hall v. Sinclair Refining Co., 242 N.C. 707, 709 (1955). They may even choose “which law will govern disputes arising out of their contract and where they will litigate those disputes, just as they are free to choose the other terms of their bargain.” Karriker v. Harpoon Holdings, L.P., 2024 NCBC LEXIS 23, at *4–5 (N.C. Super. Ct. Feb. 12, 2024); see also, e.g., Lendingtree, LLC v. Anderson, 228 N.C. App. 403, 408 (2013) (“[O]ur courts generally enforce mandatory forum selection clauses.”). 19. In every contract at issue, IQVIA and its former employees (Panagos, Bartle, Limbouris, and Lotriet) included a clause designating Delaware as the exclusive forum for litigating their contract disputes. The former employees contend that they are entitled to enforce that bargained-for choice of forum and that IQVIA’s contract claims belong in Delaware, not North Carolina. Although not a party to any of the agreements, Syneos argues that it is entitled to the same relief because the claims against it are so tightly intertwined with the contract claims against the former employees. 20. IQVIA counters with three main arguments. First, it argues that the defendants (except Lotriet) waived any objection to venue in North Carolina by seeking to have this case assigned to a Business Court Judge. Second, it reads the forum-selection clauses in the Confidentiality Agreements (but not the Award Agreements) to apply only to lawsuits brought by employees, not against them. Third, it contends that the forum-selection clauses are void and unenforceable under N.C.G.S. § 22B-3. 21. The waiver argument is a nonstarter. “[T]he Business Court is not a court of jurisdiction or venue,” and seeking to designate a case as a mandatory complex business case is not akin to waiving venue or moving to change venue. Sony Ericsson Mobile Communs. USA, Inc. v. Agere Sys., Inc., 2007 NCBC LEXIS 28, at *7 (N.C. Super. Ct. Aug. 27, 2007).2 IQVIA concedes as much. Yet it presses on, contending that Syneos, Panagos, Limbouris, and Bartle waived venue because they requested a discretionary Business Court designation under Rules 2.1 and 2.2 of the General Rules of Practice in the alternative to their request for a mandatory designation under N.C.G.S. § 7A-45.4. These are two ways to achieve the same result— assignment to a Business Court Judge. Neither affects venue. See N.C.G.S. § 7A-45.4(b)(6) (authorizing the Chief Justice to “designate any case” under “Rules 2.1 and 2.2”). There was no waiver, and these parties timely objected to venue in North Carolina in their motion to dismiss. 22. Next, the Court turns to the language of the clauses. In the Confidentiality Agreements, the clauses state as follows: “I further agree that any legal action filed with respect to, or which impacts my obligations under, this Agreement . . . shall be brought exclusively in the federal or state courts in New Castle County, State of Delaware.” (Conf. Agrmt. § 8(g).) In this sentence, the word “I” refers to the employee, and IQVIA interprets the phrase “I further agree” to mean that the forum-selection clause binds the employee, but not IQVIA. 23. That is not a reasonable interpretation. As one federal district court recently observed, “[a] unilateral forum-selection clause is unusual.” Douglas Stewart Co. v. HIQO Sols., Inc., 2020 U.S. Dist. LEXIS 82285, at *8 (W.D. Wisc. May 11, 2020). If 2 Keen readers may be aware that the legislature passed a law in 2024 to make Wake County the venue for all mandatory complex business cases, to be “effective when the North Carolina Business Court implements the electronic filing system approved by the Director of the Administrative Office of the Courts” (sometimes called Odyssey or Enterprise Justice). (2024 N.C. Sess. Laws 33, § 3(a), (c).) The Business Court continues to maintain its own electronic filing system, and this law has therefore not gone into effect. the parties intended to bind employees to Delaware while allowing IQVIA the freedom to bring suit anywhere, it would be reasonable to expect them “to have stated so expressly.” Id. Here, the parties did the opposite. Nothing in the clause states that IQVIA may file suit wherever it pleases. Rather, the parties chose language that is most naturally read to be universal (“any legal action”), reciprocal (“shall be brought”), and mandatory (“exclusively in . . . Delaware”). (Conf. Agrmt. § 8(g).) The use of passive voice strongly suggests that the clause applies to IQVIA and its employees equally, just as the word “exclusively” strongly conveys the parties’ mutual intent to litigate their contract-related disputes only in Delaware. 24. Sure, the phrasing is a little roundabout. But Delaware courts—for Delaware law applies to these contracts—understand that contract language may be clear even when not “perfectly clear.” Origis USA LLC v. Great Am. Ins. Co., 345 A.3d 936, 952 (Del. 2025) (citation and quotation marks omitted); see id. (“When interpreting a contract, Delaware courts read the agreement as a whole and enforce the plain meaning of clear and unambiguous language.” (citation and quotation marks omitted)). Reading the clause as a whole, the text and context leave no doubt that the parties intended to choose Delaware as the exclusive forum for all disputes— whether brought by employer or employee—arising from the Confidentiality Agreements. 25. This brings us to IQVIA’s third argument. By statute, “any provision in a contract entered into in North Carolina that requires the prosecution of any action . . . of any dispute that arises from the contract to be instituted or heard in another state is against public policy.” N.C.G.S. § 22B-3. IQVIA alleges in its amended complaint that all the contracts at issue were entered into in North Carolina and, on that basis, contends that the contracts’ Delaware forum-selection clauses are void under section 22B-3. 26. Litigants rarely leave their best argument for last, and it is not hard to see why IQVIA chose not to lead with section 22B-3. The Confidentiality Agreements, on their face, state that they “shall be deemed to have been made and entered into in the State of Delaware.” (Conf. Agrmt. § 8(g).) Section 22B-3 does not apply to contracts made outside North Carolina and therefore does not apply to the Confidentiality Agreements. 27. How does IQVIA try to shoehorn the agreements into the statute? It starts by arguing that the agreements falsely state that they were made in Delaware and urging the Court to credit instead its allegations that they were made in North Carolina.3 The standard of review says otherwise. When a party’s allegations about a contract conflict with what the contract says, the contract’s language controls. See, e.g., Hale v. MacLeod, 294 N.C. App. 318, 335 (2024). IQVIA and its employees were crystal clear: they made the Confidentiality Agreements in Delaware and included the place of formation as part of the contract itself. IQVIA’s contrary allegations are irrelevant. 3 There is every reason to believe that IQVIA drafted this language. For IQVIA now to malign the clause and to say that it asked its employees to agree to a false statement is a remarkable and unflattering turnaround.  28. IQVIA goes on to argue that it was a nullity—an unlawful attempt to contract around section 22B-3—to include a statement within the agreements stating that they were made in Delaware. No support exists for that position. It should go without saying that contracting parties may choose where they negotiate and where they enter into contracts. Nothing in section 22B-3 suggests that it is against North Carolina public policy for individuals or entities to enter into contracts elsewhere. And our appellate courts have endorsed contractual clauses through which parties choose the place of contract formation through mutual assent. See, e.g., Bundy v. Commercial Credit Co., 200 N.C. 511, 515 (1931) (involving a contractual clause stating that the contract would become effective in Maryland); Schwarz v. St. Jude Medical, Inc., 254 N.C. App. 747, 759 (2017) (discussing Bundy).4 29. Employers, employees, and contracting parties of all stripes crave certainty, and that is why they put choice-of-law and forum-selection clauses into their contracts. Courts favor and enforce these clauses for many reasons, not least because they are acutely aware of how bewildering and inefficient it can be to try to resolve 4 To add a bit more color, IQVIA alleges that the former employees signed the Confidentiality Agreements in North Carolina and leans heavily on cases holding that “a contract is made in the place where the last act necessary to make it binding occurred.” Tom Togs, Inc. v. Ben Elias Indus., 318 N.C. 361, 365 (1986). But our appellate courts have stressed that a signature may or may not be the last necessary act depending on the circumstances and depending on what the contract says. See Schwarz, 254 N.C. App. at 759. When the contract is silent, it is often difficult to determine when and where the last act necessary to contract formation occurred. Courts have had to consider, for example, whether a signature was an acceptance or simply an administrative act to memorialize an earlier acceptance made through words or deeds. Parties avoid that uncertainty when they choose the place of formation as one of the express terms of the contract, thus establishing the time and place of mutual assent and eliminating the messiness of reconstructing the timeline. Under the last act test, Delaware is the place of contract formation for the Confidentiality Agreements because the parties mutually agreed in their written contract to IQVIA’s corporate home for that purpose. contractual disputes when it is not certain what law applies or where the dispute should be heard. Place-of-formation clauses may be less common, but they serve the same purpose and ought to be honored for the same reasons. These days, many corporations both small and large have operations and employees spread across many jurisdictions, and contract negotiations often occur in the stateless arena of cyberspace. Clarifying the place of contract formation on the front end makes good legal and business sense. No public policy stands against the practice, freedom of contract firmly supports it, and courts should not discourage it (acknowledging, of course, that courts can always set aside fraudulent and illegal arrangements). 30. As to these parties, IQVIA Holdings is a Delaware corporation and a large, sophisticated one at that. It took pains to write its Confidentiality Agreements to head off disputes like this one, adding not only Delaware choice-of-law and forum-selection clauses but also a Delaware place-of-formation clause. The agreements use everything short of exclamation points to designate IQVIA Holdings’ legal home—Delaware—as the venue for contract-related litigation for it and its subsidiaries. How odd that IQVIA is the one now asking to put these bargained-for clauses to the torch. Under these agreements, IQVIA’s former employees have the right to demand that a Delaware court apply Delaware law. Section 22B-3 does not strip them of that right. 31. Taking all this together, the Court concludes that Panagos, Bartle, Limbouris, and Lotriet may enforce the Confidentiality Agreements’ forum-selection clauses, and they are therefore entitled to dismissal of the claims for breach of contract for improper venue. There is no need to address whether the former employees may also enforce the forum-selection clauses in the Award Agreements. Although IQVIA correctly notes that the Award Agreements have no statement that they were entered into in Delaware, potentially implicating section 22B-3, it has not asserted any standalone claim for their breach. Its claims for breach of contract are unitary, based on alleged breaches of the Confidentiality Agreements that double as breaches of the Award Agreements. The Court takes the claims as they are, and as written, the claims for breach of contract are all “with respect to” the Confidentiality Agreements. (Conf. Agrmt. § 8(g).) They belong in Delaware. 32. Turning to the claims against Syneos, there is not much to say. According to Syneos, a nonsignatory may enforce a forum-selection clause when the plaintiff “must rely on the terms of the written agreement in asserting its claims against the nonsignatory” and when the plaintiff alleges “substantially interdependent and concerted misconduct by both the nonsignatory and one or more of the signatories to the contract.” Big League Analysis, LLC v. Office of the Comm’r of Baseball, 2016 NCBC LEXIS 68, at *20 (N.C. Super. Ct. Aug. 29, 2016) (cleaned up). Enforcement by nonsignatories is an interesting body of law in its own right. See, e.g., ALCOF III NUBT, L.P. v. Chirico, 2024 NCBC LEXIS 111, at *11–16 (N.C. Super. Ct. Aug. 21, 2024) (discussing equitable doctrines allowing enforcement by nonsignatories). But IQVIA does not discuss or dispute Syneos’s doctrinal summary, tacitly conceding that Syneos may enforce the forum-selection clauses to the extent that the asserted claims fall within their scope.  33. And the claims do fall within their scope. Claim six is for tortious interference with the Confidentiality Agreements and expressly depends on the alleged breach of those agreements. (See Am. Compl. ¶ 277.) Claim seven is for tortious interference with at-will employment and rests on allegations that Syneos “used IQVIA’s confidential information,” misled IQVIA about the former employees’ “compliance with their contractual obligations,” and gave “cover . . . so that the IQVIA employees could breach their restrictive covenants without IQVIA’s knowledge.” (Am. Compl. ¶ 285.) Claim eight is for violations of section 75-1.1, based on the predicate claims for tortious interference as well as an “independent” violation for, among other things, allegedly putting former employees in directly competitive positions “knowing that was prohibited under their” Confidentiality Agreements. (Am. Compl. ¶ 292.) Every claim is partly or wholly “with respect to” the Confidentiality Agreements and therefore covered by the agreements’ forum-selection clauses. (Conf. Agrmt. § 8(g).) IQVIA’s conclusory argument to the contrary is wholly unpersuasive. 34. Accordingly, the Court grants the motion to dismiss the amended complaint in its entirety for improper venue. The Court need not address whether the amended complaint’s allegations are sufficient to state a claim for relief. 35. Finally, because the Court has dismissed IQVIA’s amended complaint, it has no remaining claims for relief, and its motion for preliminary injunction is moot. The Court therefore denies the motion for preliminary injunction on that basis.  III. CONCLUSION 36. For these reasons, the Court GRANTS the motion to dismiss for improper venue. The amended complaint is DISMISSED without prejudice to IQVIA’s right to refile in an appropriate venue. The Court also DENIES IQVIA’s motion for preliminary injunction as moot. SO ORDERED, this the 23rd day of October, 2026. /s/ Adam M. Conrad Adam M. Conrad Chief Business Court Judge