Full Opinion

United States Court of Appeals For the Eighth Circuit ___________________________ No. 24-1072 ___________________________ West Series of Lockton Companies, LLC; Lockton Investment Advisors, LLC; Lockton Investment Securities, LLC, formerly known as Lockton Financial Advisors, LLC Plaintiffs - Appellees v. Eric D. Kaufman Defendant - Appellant ___________________________ No. 24-1074 ___________________________ West Series of Lockton Companies, LLC; Lockton Investment Advisors, LLC; Lockton Investment Securities, LLC, formerly known as Lockton Financial Advisors, LLC; Lockton Partners, LLC Plaintiffs - Appellees v. Sallie F. Giblin Defendant – Appellant ___________________________ No. 24-3528 ___________________________ West Series of Lockton Companies, LLC; Lockton Investment Advisors, LLC; Lockton Investment Securities, LLC, formerly known as Lockton Financial Advisors, LLC; Lockton Partners, LLC Plaintiffs - Appellees v. Sallie F. Giblin Defendant - Appellant ------------------------------ Bill Hardwick Amicus on Behalf of Appellee(s) ___________________________ No. 25-1019 ___________________________ West Series of Lockton Companies, LLC; Lockton Investment Advisors, LLC; Lockton Investment Securities, LLC, formerly known as Lockton Financial Advisors, LLC; Lockton Partners, LLC Plaintiffs - Appellants v. Sallie F. Giblin Defendant - Appellee -2- ------------------------------ Bill Hardwick Amicus on Behalf of Appellant(s) ___________________________ No. 25-1278 ___________________________ West Series of Lockton Companies, LLC; Lockton Investment Advisors, LLC; Lockton Investment Securities, LLC, formerly known as Lockton Financial Advisors, LLC Plaintiffs - Appellees v. Eric D. Kaufman Defendant - Appellant ------------------------------ Bill Hardwick Amicus on Behalf of Appellee(s) ___________________________ No. 25-1369 ___________________________ West Series of Lockton Companies, LLC; Lockton Investment Advisors, LLC; Lockton Investment Securities, LLC, formerly known as Lockton Financial Advisors, LLC Plaintiffs - Appellants v. -3- Eric D. Kaufman Defendant - Appellee ------------------------------ Bill Hardwick Amicus on Behalf of Appellant(s) ____________ Appeals from United States District Court for the Western District of Missouri - Kansas City ____________ Submitted: January 13, 2026 Filed: August 26, 2026 ____________ Before SHEPHERD, ARNOLD, and ERICKSON, Circuit Judges. ____________ SHEPHERD, Circuit Judge. Eric Kaufman and Sallie Giblin (collectively, Members) are former members of various Missouri limited liability companies (collectively, Lockton). Lockton is a commercial-insurance brokerage and consulting organization. The Members entered into membership agreements when they acquired their Lockton interests. The operative versions of these agreements contain Missouri forum-selection and choice-of-law clauses. They also include covenants purporting to prohibit the Members from soliciting Lockton customers. And these contracts require the Members to follow Lockton’s operating agreements, which provide that Lockton members may terminate their interests on 30 days’ notice. But the Members left Lockton, purporting to terminate their Lockton interests “effective immediately,” and went to work for Lockton competitor Alliant. Lockton sued the Members in federal district court in Missouri, seeking to clarify and assert their contractual -4- entitlements (the Federal Actions). The Members sued Lockton in California state court, seeking to avoid their agreements (the California Actions). The district court presiding over the Federal Actions granted summary judgment in Lockton’s favor on several of its claims. It concluded that the Missouri forum-selection and choice-of-law clauses were enforceable and that the Members had breached the forum-selection clauses by suing Lockton in California. The district court also held that the customer-nonsolicitation covenants were enforceable—at least to the limited extent Lockton sought to enforce them. On other issues, the district court held for the Members. It granted them summary judgment on Lockton’s claims that they breached the notice provision in Lockton’s operating agreements; it also granted them summary judgment on related breach-of-fiduciary-duty claims. As to the Members individually, it granted Kaufman summary judgment on Lockton’s claim that he had breached contract provisions preventing him from soliciting Lockton members and employees post-departure. And it granted Giblin summary judgment on Lockton’s claims that she had breached her non-solicitation commitments and tortiously interfered with Lockton’s customer relationships. The district court awarded Lockton the attorneys’ fees it had incurred in prosecuting the Federal Actions. But it declined to award Lockton the attorneys’ fees it had incurred in defending the California Actions (either as attorneys’ fees recoverable under the parties’ contracts or as damages for breaches of the forum-selection clauses). Instead, it awarded Lockton only nominal damages for the Members’ forum-selection-clause breaches. The district court also denied the Members’ requests for fees. The Members appeal and Lockton cross appeals. This Court has jurisdiction to hear the parties’ appeals and cross appeals under 28 U.S.C. § 1291. We affirm the district court’s decisions as to the enforceability of the choice-of-law provisions, the enforceability and breaches of the forum-selection -5- clauses, and the enforceability of the customer-nonsolicitation covenants. We reverse the district court’s judgments as to the Members’ breaches of the operating agreements’ 30-day notice provision and the Members’ breaches of fiduciary duties and direct that the district court enter judgment in Lockton’s favor on these claims. We vacate the nominal damages awards, and direct that on remand the district court determine Lockton’s actual damages attributable to the Members’ breaches of the forum-selection clauses. And we affirm the district court’s awards of fees and costs to Lockton. I. Lockton is headquartered in Missouri. And its constituent LLCs that are parties to these cases are all organized under Missouri law. Lockton provides its services to customers through producer members—who hold profit-sharing interests in its LLCs—and associates—who are Lockton employees. Lockton has over 100 offices worldwide. Each of its United States offices is linked to a particular “series.” Lockton tasks the producers in each series with managing and developing client relationships. The Members became Lockton producer members in 2007, when they entered into member agreements with Lockton’s Pacific Series. 1 The Members also executed member agreements with two other Lockton LLCs—Lockton Investment Advisors and Lockton Investment Securities (formerly known as Lockton Financial Advisors). In 2017, Giblin became a producer partner, signing a further agreement with a fourth Lockton LLC—Lockton Partners, which afforded her additional profit-sharing opportunities. 1 At the time, Lockton’s Pacific Series was known as the Southern California Series of Lockton Companies, LLC. The Pacific Series was originally a party to these cases. We granted a motion to substitute, so West Series of Lockton Companies, LLC, now stands in the Pacific Series’ place. -6- Before 2016, Lockton’s Pacific Series was domiciled in Illinois, and its member agreement included Illinois choice-of-law and forum-selection provisions. But in 2016, Lockton reorganized, and the Pacific Series redomiciled, becoming a Missouri LLC. This reorganization came after Lockton lobbied Missouri’s legislature for changes in Missouri’s LLC statutes in order to, as one member of the President’s Advisory Group responsible for negotiating the Agreements put it, make Lockton’s restrictive “covenant and other important provisions more friendly and enforceable.” Following the reorganization, the Members executed amended member agreements with the Pacific Series. The current versions of the Members’ agreements with the Pacific Series, Lockton Investment Advisors, and Lockton Investment Securities (collectively with Giblin’s Lockton Partners agreement, the Agreements), all include combined Missouri choice-of-law and forum-selection clauses. The combined forum-selection and choice-of-law provision in the Members’ Pacific Series Agreement reads: Member and the Series agree that this Agreement shall be deemed to have been made in the State of Missouri. This Agreement and all disputes, claims or issues that in any way pertain to the interpretation, validity or enforceability of, or otherwise arise out of or relate to this Agreement, the Operating Agreement and/or Member’s membership in the Series, including, without limitation, any disputes, claims or issues arising out of the rights and interests of the Other Series, Affiliates and Lockton Entities as set forth herein, shall be subject to, governed by, and construed in accordance with the laws of the State of Missouri without reference to choice of laws, irrespective of the fact that one or both of the parties now is or may become a resident of a different state. Any action involving any disputes, claims or issues that in any way pertain to the interpretation, validity or enforceability of, or otherwise arise out of or relate to this Agreement, the Operating Agreement and/or Member’s membership in the Series, including, without limitation, any disputes, claims or issues arising out of or relating to the rights and interests of the Other Series, Affiliates and Lockton Entities as set forth herein, shall be brought exclusively in any Federal Court in Kansas City, Missouri or in the Circuit Court of Jackson County, Missouri; -7- provided, however, the Series shall pay promptly, upon demand from time-to-time by Member, reasonable out-of-pocket costs of travel to attend proceedings in such forum. Such courts shall have exclusive jurisdiction over these matters, and Member hereby agrees to be subject to the personal jurisdiction of such courts. The parties hereto agree that the provisions set forth in this Section . . . are fair and reasonable. The other Agreements contain substantially similar provisions. The Agreements also contain restrictive covenants purporting to prohibit the Members from soliciting Lockton’s customers. The customer-nonsolicitation covenant in the Members’ Pacific Series Agreements reads: While Member is a Producer Member of the Series and for a period of two (2) years following the sale of Member’s Producer Unit (which occurs on the Buy-Sell Purchase Date): (a) Member shall not, directly or indirectly, for himself or on behalf of any other Person, solicit, induce, persuade or encourage, or attempt to solicit, induce, persuade or encourage, any of the Customer Accounts described below, if any such Customer Account qualified as a Customer Account within the six (6) month period immediately preceding the sale of Member’s Producer Unit, to reduce, terminate or transfer to a competitor any products or services that are the same or substantially similar to, or directly competitive with, the products or services provided by the Series, the Other Series or any Affiliate. Member shall not, directly or indirectly, for himself or on behalf of any other Person, (i) accept, service, or work on, or attempt or threaten to accept, service or work on, any such competitive business from any of the Customer Accounts that Member may not solicit, or (ii) in any way do business with any of the Customer Accounts that Member may not solicit to the extent such business is the same or substantially similar to that provided by the Series, the Other Series or any Affiliate. The Customer Accounts to which this restriction applies are: -8- (1) any of the Customer Accounts of the Series (A) produced by Member, (B) solicited by Member (in the case of prospective Customer Accounts), (C) serviced by Member, (D) for or about which Member acquired or had access to Confidential Information, or (E) with which Member has or had business contact; and, (2) any of the other Customer Accounts of the Series; and, (3) any of the Customer Accounts of the Other Series (A) produced by Member, (B) solicited by Member (in the case of prospective Customer Accounts), (C) serviced by Member, (D) for or about which Member acquired or had access to Confidential Information, or (E) with which Member has or had business contact; and, (4) any of the other Customer Accounts of the Other Series; and, (5) any of the Customer Accounts of any Affiliate (A) produced by Member, (B) solicited by Member (in the case of prospective Customer Accounts), (C) serviced by Member, (D) for or about which Member acquired or had access to Confidential Information, or (E) with which Member has or had business contact. The remaining Agreements contain or incorporate similar covenants. Kaufman agreed that these covenants would bind him for two years after leaving Lockton. When Giblin acquired her Lockton Partners interest and became a producer partner, she agreed she would be bound for four years. Moreover, the Agreements required the Members to comply with the Lockton entities’ operating agreements. The operating agreements generally set forth procedures by which members’ Lockton interests “may” be terminated. 2 They 2 The Lockton Partners operating agreement does not include such termination language. -9- provide that producer members “may be terminated” as members “by such” members “on thirty (30) days’ written notice.” They also list several mechanisms through which Lockton may terminate members’ membership interests. Further, the Agreements entitle the “prevailing party” in disputes between Lockton and the Members relating to their Lockton memberships to recover awards of attorneys’ fees. The fees provision in the Pacific Series Agreement states in relevant part that: If any Lockton Entity or Member engages counsel in connection with any action involving or seeking to resolve any dispute, claim or issue that in any way pertains to the interpretation, validity or enforceability of, or otherwise arises out of, or relates to, this Agreement, the Operating Agreement and/or Member’s membership in the Series, including, without limitation, any action involving or seeking to resolve any dispute, claim or issue arising out of the rights and interests of the Other Series, Affiliates and Lockton Entities as set forth herein, the prevailing party in any such action shall be entitled, in addition to any other remedies set forth in this Agreement or otherwise available at law or equity, to recover any and all reasonable costs and expenses incurred in connection with such action, through all appeals, including reasonable attorneys’ fees . . . . Again, the other Agreements are similar. The Agreements also generally provide that Lockton is entitled to money damages if the Members breach them. The Members—apparently both very successful producers—earned millions of dollars under their contracts with Lockton. Over their 15 years as Lockton producers, Giblin and Kaufman received approximately $15.7 million and $14.3 million in profit distributions, respectively. They also received significant compensation when Lockton Investment Advisors sold assets in 2021—Giblin earned roughly $600,000, and Kaufman roughly $2 million, from that sale. And when the Members left Lockton in 2022, Lockton repurchased their interests. Giblin will receive over $2 million and Kaufman will receive over $700,000 in -10- compensation from these transactions (though these amounts are apparently subject to potential offsets). The Members lived in California during their tenures with Lockton. They also primarily serviced California-based clients. But at times they worked with Missouri-based teams and support staff, and incurred Missouri tax obligations (which Lockton paid on their behalf). On July 18, 2022, Kaufman informed Lockton via email that he was resigning “effective immediately.” Kaufman chose to leave Lockton after it sold a significant portion of his book of business as part of its 2021 asset sales. He began working for Alliant on or around July 20, 2022. Alliant competes with Lockton in the market for insurance brokerage and consulting services. On November 29, 2022, Giblin also notified Lockton that she was resigning “[e]ffective immediately.” She began working for Alliant the same day. Giblin alleges that she left Lockton after she was harassed and retaliated against because she raised concerns about Lockton’s workplace culture and staffing procedures. Kaufman sued Lockton in California state court on July 20, 2022. His California suit seeks a declaration that the restrictive covenants—along with the forum-selection and choice-of-law provisions—in the Agreements are unenforceable. Lockton filed its federal suit against Kaufman in Missouri the same day. Lockton’s complaint against Kaufman asserts five counts for relief. Count I is a claim for breach of contract (alleging breaches of the Agreements and operating agreements). Count II is a claim for tortious interference with Lockton’s prospective economic advantage and prospective business relationships. Count III is a claim for breach of fiduciary duty and/or the duty of loyalty. Count IV is a claim for misappropriation of trade secrets, in violation of the Missouri Uniform Trade Secrets Act (MUTSA) and the Defend Trade Secrets Act (DTSA). Count V is a claim for declaratory relief (seeking declarations that the Agreements’ choice-of-law, forum-selection, and non-solicitation provisions are enforceable). -11- Lockton sued Giblin in federal district court in Missouri on November 30, 2022, asserting the same five claims it asserted against Kaufman. And Giblin sued Lockton in California state court on December 22, 2022. Giblin’s California suit seeks declarations that the restrictive covenants, forum-selection clauses, and choice-of-law clauses in her Agreements are unenforceable. Giblin also asserts claims for discrimination and retaliation. Alliant is paying Members’ attorneys’ fees in the Federal Actions. It is also funding the California Actions. In the Federal Actions, the Members filed motions to dismiss contending that Lockton’s DTSA and MUTSA claims did not pass muster under Federal Rule of Civil Procedure 12(b)(6). The district court denied these motions. And in the California Actions, Lockton filed motions to dismiss invoking the Agreements’ forum-selection clauses. The courts adjudicating the California Actions, applying California procedural law, denied Lockton’s motions. They reasoned that the Members’ claims—which challenged covenants not to compete—implicated unwaivable California statutory rights, and that Lockton thus had to show that requiring the Members to litigate their claims in Missouri would not diminish in any way the substantive rights afforded under California law. The California courts concluded that Lockton had not carried this burden because it had not shown the Members’ rights were the same or greater under Missouri law than under California law. After receiving an adverse ruling in California on its motion to dismiss Giblin’s suit, Lockton moved for partial summary judgment in the Federal Actions on its claims for declarations that the Agreements’ forum-selection clauses were enforceable. Lockton also moved the district court to certify any judgment it secured on these claims as final under Federal Rule of Civil Procedure 54(b) and to enjoin the California Actions. -12- The district court, applying federal procedural law, concluded that the forum-selection clauses were enforceable and granted Lockton partial summary judgment on its claims for declarations that the clauses were enforceable. It also certified its orders on these claims as final judgments. But it denied Lockton’s requests to enjoin the California Actions. The Members appealed the district court’s partial summary judgment orders on the enforceability of the forum-selection clauses. They argued that the district court improperly certified these orders as final judgments and that the district court erred in determining that the forum-selection clauses were enforceable. We consolidated the Members’ appeals and heard argument on November 19, 2024. While the Members pursued their appeals on the forum-selection clauses’ enforceability, the Federal Actions proceeded apace, reaching their conclusion before we issued an opinion in the interlocutory appeals. The district court ultimately resolved several claims via summary judgment rulings. It held that Lockton was entitled to summary judgment on its claims that the Agreements’ choice-of-law and customer-nonsolicitation covenants were enforceable—though, in its summary judgment papers, Lockton requested only that the district court hold its covenants were enforceable to a specific subset of Lockton customers with whom the Members had personally dealt, and the district court only held that the customer-nonsolicitation covenants were enforceable as so narrowed. It also held that Lockton was entitled to summary judgment on its claims that the Members had breached the Agreements’ forum-selection clauses. But it concluded that Lockton was entitled only to nominal damages—not damages compensating Lockton for its litigation expenses—for these breaches. It reasoned that the Agreements’ fee-shifting provisions governed, and that Lockton could seek its attorneys’ fees in a follow-on fees motion after its suits had concluded. The district court granted summary judgment in the Members’ favor on Lockton’s claims that they had breached the operating agreements by failing to give 30 days’ notice of their departure and breached their fiduciary duties by going to -13- work for Alliant before effectively terminating their Lockton membership interests. The district court also granted Kaufman summary judgment on Lockton’s claims that he breached contract provisions preventing him from soliciting Lockton members and employees post-departure.3 And it granted Giblin summary judgment on Lockton’s claims for tortious interference and for breach of the Agreements’ customer-nonsolicitation provisions. But the district court declined to do so for Kaufman, concluding that genuine disputes of material fact precluded summary judgment on these claims. After the district court issued its summary judgment rulings, Lockton voluntarily dismissed the balance of its claims (including its DTSA claims, on which neither side had sought summary judgment). Both parties then moved for attorneys’ fees. The district court held that Lockton was the “prevailing party” in the Federal Actions for purposes of the Agreements’ fee-shifting provisions. Because the district so concluded, it declined to award the Members fees under the Agreements. Lockton hired three major law firms to represent it in the Federal Actions: Gibson Dunn, Quinn Emanuel, and Bryan Cave. Consequently, Lockton racked up sizable bills for legal services: $4,923,855.93 in its suit against Giblin and $4,264,674.77 in its suit against Kaufman. But Lockton paid up. The district court determined that Lockton was entitled to receive reimbursement for all of the fees it had incurred and requested in the Federal Actions. It reasoned that Lockton’s attorneys had obtained a large degree of success in these high-stakes cases and that Lockton was justified in retaining out-of-market counsel charging rates significantly higher than the median rates for Missouri litigation attorneys. 3 The district court also granted summary judgment on Lockton’s parallel claims against Giblin (though Lockton informed the district court before it issued its summary judgment order in Giblin’s case that it was no longer pursuing these claims). -14- While the district court awarded Lockton the fees it had incurred in prosecuting the Federal Actions, it declined to award Lockton the fees it had incurred in the California Actions, reasoning that, under the Agreements, Lockton had to win those suits first before recovering fees. The district court also rejected the Members’ alternative requests for fees under the DTSA. Further appeals and cross-appeals, which we consolidated with the Members’ still-pending interlocutory appeals, followed. II. “[E]very federal appellate court has a special obligation to ‘satisfy itself not only of its own jurisdiction, but also that of the lower courts in a cause under review.’” Alumax Mill Prods., Inc. v. Cong. Fin. Corp., 912 F.2d 996, 1002 (8th Cir. 1990) (citation omitted). We begin by addressing that obligation, which is easily discharged here. Contra post at 51-53. Under 28 U.S.C. § 1331, federal district courts “have original jurisdiction of all civil actions arising under the Constitution, laws, or treaties of the United States.” “Most directly, a case arises under federal law when federal law creates the cause of action asserted.” Gunn v. Minton, 568 U.S. 251, 257 (2013). Federal law created Lockton’s DTSA cause of action. See 18 U.S.C. § 1836(b). The district court thus had original jurisdiction over Lockton’s DTSA claim. The district court had supplemental jurisdiction over the balance of Lockton’s claims under 28 U.S.C. § 1367(a). That statute provides that federal district courts have, “in any civil action of which the district courts have original jurisdiction, . . . supplemental jurisdiction over all other claims that are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy under Article III of the United States Constitution.” State-law claims are adequately related for supplemental jurisdiction purposes where “the federal-law claims and state-law claims in the case ‘derive from a common nucleus of operative fact’ and are ‘such that [the defendants] would ordinarily be expected -15- to try them all in one judicial proceeding.’” S. Council of Indus. Workers v. Ford, 83 F.3d 966, 969 (8th Cir. 1996) (citation omitted). Lockton’s state-law claims—which, like Lockton’s DTSA claim, deal with the circumstances of the Members’ departures from Lockton—satisfy that test. Nobody could seriously argue otherwise. In sum, the district court had subject matter jurisdiction over all of Lockton’s claims. Yet the dissent contends that the district court’s judgments should be vacated and these cases dismissed for want of subject matter jurisdiction. See post at 56. The dissent’s primary concern is that Lockton asserted its DTSA claim to serve as a jurisdictional hook. See post at 56 (characterizing Lockton’s DTSA claim as “a ruse to get into federal court” and “circumvent” California state court rulings that had not yet occurred). But Lockton was permitted to do just that, so long as its DTSA claim was colorable.4 See Arbaugh v. Y & H Corp., 546 U.S. 500, 513 (2006) (“A plaintiff properly invokes § 1331 jurisdiction when she pleads a colorable claim ‘arising under’ the Constitution or laws of the United States.”). Lockton’s DTSA claim patently was: it even survived motions to dismiss in both Federal Actions. Rather than contend that Lockton’s DTSA claim was not “colorable” in a jurisdictional sense, the dissent faults Lockton for not litigating that claim as vigorously as it litigated its state-law claims. See post at 53-55. But there is no relative-vigor exception to federal subject matter jurisdiction. Lockton did not need to, say, move for a preliminary injunction or for summary judgment on its DTSA claim for the district court to have jurisdiction over Lockton’s suits. And ironically, the Members fault Lockton for litigating its DTSA claim too vigorously: they 4 The dissent criticizes Lockton’s choice to sue the Members in federal district court in Missouri as strategic. Post at 57. But Lockton did not forum shop any more than the Members did. The Members sued Lockton in California for a reason. And that reason was not that they viewed litigating in California courts as unfavorable to their interests. The only difference between what the Members did and what Lockton did is that they breached their contractual commitments when they sued Lockton in their preferred forum. -16- contend that it was unreasonable for Lockton’s counsel to spend literally “thousands of hours” litigating the exact claim the dissent contends Lockton did not litigate. The dissent blurs supplemental jurisdiction over state law claims, which the district court exercised here, with original jurisdiction over state law claims. Because Lockton asserted a colorable federal statutory claim, the dissent’s substantiality analysis is misplaced. The dissent contends that Lockton’s state-law claims do not satisfy the substantiality test set forth in Gunn, a case involving original jurisdiction over state law claims. Post at 55-56. That test has no application in this case. It governs whether federal courts have original jurisdiction over state-law claims implicating federal issues. See Gunn, 568 U.S. at 258. But whether the district court had original jurisdiction over Lockton’s state-law claims is not and never has been an issue in these cases. Lockton never invoked the district court’s original jurisdiction by pointing to its state-law claims. And the district court did not need original jurisdiction over those claims: it had supplemental jurisdiction over them, because they are adequately related to the DTSA claim over which it did have original jurisdiction. See 13 U.S.C. § 1367(a). Nothing more was required.5 5 The dissent also suggests that, if the district court had jurisdiction, we should nevertheless vacate its judgments and remand with instructions to abstain from exercising jurisdiction under the Colorado River doctrine. That proposed approach—disposing of these cases on a non-jurisdictional ground the parties have not raised before us—runs afoul of basic principles of party presentation and fairness. See Hunter v. Page Cnty., 102 F.4th 853, 874 n.12 (8th Cir. 2024) (“The federal abstention doctrines are not jurisdictional.”). The dissent’s approach also fails to grapple with the doctrine’s exacting requirements, which are not met here. For instance, the dissent does not examine whether the California and Federal Actions are actually parallel within the meaning of Colorado River. And that is for good reason: they are not. They involve different claims, applying different law, and seeking different relief. See Fru-Con Const. Corp. v. Controlled Air, Inc., 574 F.3d 527, 535 (8th Cir. 2009) (“The prevailing view is that state and federal proceedings are parallel for purposes of Colorado River abstention when substantially similar parties are litigating substantially similar issues in both state and federal court. This circuit requires more precision. . . . . [A] substantial similarity must exist between the state and federal proceedings, which similarity occurs when there is a substantial likelihood that the state proceeding will fully -17- III. The Members appeal many of the district court’s summary judgment rulings. In particular, the Members contend that the district court erred in declaring that the Agreements’ Missouri choice-of-law elections are enforceable, that the Agreements’ customer-nonsolicitation covenants are at least partially enforceable as to the specific subset of customers Lockton identified, and that the Agreements’ Missouri forum-selection clauses are enforceable. “We review the district court’s summary judgment order[s] and its interpretation of state law de novo, applying the same standards applied by the district court.” Bannister v. Bemis Co., 556 F.3d 882, 884 (8th Cir. 2009). “[W]e will affirm [a] grant of summary judgment ‘if the record indicates that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.’” Jackson v. Riebold, 815 F.3d 1114, 1119 (8th Cir. 2016) (citation omitted). A. The Members first argue that the district court erred in declaring that the Agreements’ Missouri choice-of-law clauses were enforceable. A federal court exercising supplemental jurisdiction over state-law claims—as the district court was here—must “apply the law of the forum state, including its choice of law rules.” dispose of the claims presented in the federal court.”). Moreover, the dissent ignores the factors that generally govern whether “exceptional circumstances” are present for Colorado River purposes. See Federated Rural Elec. Ins. Corp. v. Ark. Elec. Coops., Inc., 48 F.3d 294, 297 (8th Cir. 1995) (recognizing that determining the presence of “‘exceptional circumstances’ requires evaluation of several factors,” and listing those factors). And those factors point toward exercising jurisdiction, not away from it. Nothing about the dissent’s analysis suggests that this is one of those rare circumstances where the presumption in favor of exercising jurisdiction is overcome. See Fru-Con, 574 F.3d at 540 (noting federal courts’ “virtually unflagging obligation” to exercise jurisdiction where it exists and observing that jurisdiction may only be surrendered based on “the clearest of justifications” (citation omitted)). -18- Menuskin v. Williams, 145 F.3d 755, 761 (6th Cir. 1998); see also Cuellar-Aguilar v. Deggeller Attractions, Inc., 812 F.3d 614, 618 (8th Cir. 2015) (noting federal courts’ obligation to look to state law for claims over which they exercise supplemental jurisdiction). “[W]e review the district court’s application of the state’s choice of law rules de novo.” Baxter Int’l, Inc. v. Morris, 976 F.2d 1189, 1195 (8th Cir. 1992). “Missouri courts generally enforce contractual choice-of-law provisions.” Surgical Synergies, Inc. v. Genesee Assocs., Inc., 432 F.3d 870, 874 (8th Cir. 2005) (citation omitted). But not always. See Sturgeon v. Allied Pros. Ins. Co., 344 S.W.3d 205, 210 (Mo. Ct. App. 2011) (declining to honor California choice-of-law clause). Here, the parties seem to agree that Missouri courts would follow the approach laid out in Restatement (Second) of Conflict of Laws § 187 (A.L.I. 1971) in determining whether to enforce a choice-of-law clause. That position enjoys some support. See Morris, 976 F.2d at 1195-96; see also Armstrong Bus. Servs., Inc. v. H & R Block, 96 S.W.3d 867, 871-73 (Mo. Ct. App. 2002) (determining that contracts’ Missouri choice-of-law election was enforceable under § 187). However, Missouri courts do not always apply § 187—indeed, in the 34 years following our Morris decision, Missouri courts have frequently indicated that the enforceability of a forum-selection clause is exclusively a matter of Missouri public policy that may be decided without reference to § 187. See, e.g., Kagan v. Master Home Prods. Ltd., 193 S.W.3d 401, 407 (Mo. Ct. App. 2006) (“We recognize that generally parties may choose the state whose law will govern the interpretation of their contractual rights and duties. So long as the application of this law is not contrary to a fundamental policy of Missouri, we will honor the parties’ choice of law provision.” (citation omitted)); Sturgeon, 344 S.W.3d at 210 (stating that Missouri courts will honor choice-of-law provisions not contrary to fundamental Missouri policies); Keeling v. Preferred Poultry Supply, LLC, 621 S.W.3d 672, 678 (Mo. Ct. App. 2021) (same). And we have framed Missouri’s choice-of-law clause enforceability test the same way: “Under Missouri law, a choice-of-law clause in a contract -19- generally is enforceable unless application of the agreed-to law is ‘contrary to a fundamental policy of Missouri.’” H & R Block Tax Servs. LLC v. Franklin, 691 F.3d 941, 943 (8th Cir. 2012) (citation omitted). Ultimately, it does not matter whether our inquiry focuses only on whether the choice-of-law clauses at issue h