Labor & Employment Law Daily Wrap Up, PROCEDURE—6th Cir.: No material connection between Tennessee, New Jersey transactions renders choice-of-law provisions unenforceable, (Dec 17, 2025)

By Todd Harrison, J.D.

There was no evidence the parties negotiated the terms of the employment contracts, much less negotiated the terms in Tennessee.

Reversing a district court’s dismissal of a complaint brought by two truck drivers alleging violations of New Jersey wage laws, the Sixth Circuit found that choice-of-law provisions requiring that Tennessee law govern disputes was unenforceable because there was no material connection between Tennessee and the transactions at issue. Rejecting the drivers’ argument that the court should apply a test from the Restatement (Second) of Conflict of Laws requiring a substantial relationship between the chosen state and the transaction, the court nonetheless found that Tennessee’s requirement of a material connection sufficed in this instance to render the provisions unenforceable, given the parties do not reside in Tennessee, the drivers did not perform any services in Tennessee, and did not negotiate their contracts in Tennessee (Andujar v. Hub Group Trucking, Inc., No. 25-5130 (6th Cir. Dec. 16, 2025)).

Hub Group is a nationwide transportation and logistics management company. It has thousands of truck drivers transporting goods across the country. The company is incorporated in Delaware and headquartered in Illinois. It has dozens of terminals and offices throughout the country, including in Tennessee. Hub Group describes its Memphis terminal as “one of the [c]ompany’s flagship facilities” that it “inherited” during its acquisition of Comtrak Logistics, Inc.

New Jersey drivers. The two truck drivers who brought this case worked out of the company’s New Jersey terminal for more than 10 years. They spent most of their time working in New Jersey, but would occasionally deliver goods to nearby states, such as New York and Connecticut.

Forum-selection clauses. Working under contracts titled “Independent Contractor and Equipment Lease Agreement,” the drivers’ agreements contained forum-selection clauses designating “state or federal courts sitting in Memphis, Tennessee” as the forum for any disputes related to the agreements. The agreements also contained choice-of-law provisions designating Tennessee law as governing “any and all claims or disputes” arising out of the agreements.

Lawsuit. In September 2023, the drivers filed a putative class action against Hub Group in federal district court in New Jersey alleging several violations of New Jersey wage laws. The New Jersey district court transferred the case to the Western District of Tennessee based on the contracts’ forum-selection clauses. Hub Group then moved to dismiss. The district court upheld the choice-of-law provisions in the contracts and granted the motion because Tennessee law did not recognize the drivers’ New Jersey statutory claims. This appeal followed.

Enforceability. Tennessee’s choice-of-law rules require the court to follow the law dictated by the choice-of-law provision in the parties’ agreement if that provision is enforceable. A party can enforce a choice-of-law provision if: (1) the provision was executed in good faith; (2) the state whose law is chosen has a material connection to the transaction; and (3) the chosen state’s law is not contrary to a fundamental policy of a state having a materially greater interest and whose law would otherwise govern.

Restatement. The drivers argued that the court should instead use a test from Section 187(2) of the Restatement (Second) of Conflict of Laws that applies to contractual choice-of-law provisions. Unlike Tennessee law, which requires a material connection between the chosen state and the transaction, the Restatement requires a substantial relationship between the chosen state and the transaction or the parties.

According to the drivers, Tennessee adopted the Restatement test in Goodwin Bros. Leasing, Inc. v. H & B Inc., 597 S.W.2d 303 (Tenn. 1980). The court found the drivers to be mistaken.

In Goodwin Brothers, the Tennessee Supreme Court cited Section 187(2) in a footnote when it adopted is own choice-of-law test, observed the court. This citation, continued the court, supports the notion that Tennessee may have derived its choice-of-law test from the Restatement, but it does not show that Tennessee has adopted Section 187(2), because when Tennessee courts adopt provisions of the Restatement, they do so expressly.

The Sixth Circuit acknowledged that it had mentioned in an unpublished opinion that “Tennessee abides by the Restatement (Second) of Conflict of Laws.” Muhammad v. Deutsche Bank Nat’l Tr. Co., No. 21-6243, 2023 WL 3067756, at *2 (6th Cir. Apr. 25, 2023). However, in diversity cases applying Tennessee substantive law, the court explained that it was bound by published opinions from Tennessee courts, not its own unpublished ones.

Material connection? Turning to the question of whether a material connection exists between the parties’ transactions and Tennessee, the court answered in the negative. First, the parties do not reside in Tennessee, said the court. Second, the drivers did not perform any services for Hub Group in Tennessee. Finally, the drivers did not execute or negotiate their respective contracts with Hub Group in Tennessee. Because there was no material connection between Tennessee and the parties’ transactions, the choice-of-law provisions were unenforceable, concluded the court.

Resisting this conclusion, Hub Group argued a material connection to Tennessee exists because it: (1) acquired Comtrak and operates multiple facilities in Tennessee; and (2) executed some of its contracts with the drivers in Tennessee. The court was not moved.

With regard to its first argument, although Comtrak was based in Tennessee, it was acquired over a decade ago and is now defunct, observed the court. Although Hub Group emphasized that it has maintained “significant business operations in Tennessee” after acquiring Comtrak, it only has three locations in the state. It also has dozens of offices, terminals, warehouses, and fulfillment centers across the U.S., Canada, and Mexico. Although the company employs 250 workers in Tennessee, it also has thousands of workers operating across the country. Thus, focusing solely on Tennessee fails to provide a full picture of Hub Group’s business.

EPAC Technologies. That Hub Group executed one or more of its contracts with the drivers in Tennessee did not move the needle for the court. To support this argument, Hub Group relied on the court’s decision in EPAC Technologies, Inc. v. HarperCollins Christian Publishing, Inc., 810 F. App’x 389 (6th Cir. 2020). However, the court found that this case did not help.

In EPAC Technologies, a book publisher and a book printer entered into a “highly negotiated” contract to purchase books. The parties’ contract contained a New York choice-of-law provision. The court analyzed the enforceability of the provision under Tennessee law, determining that material connections existed between New York and the parties’ transaction because EPAC’s president and CEO—a signatory to the contract—was based in the company’s New York office and negotiated the contract from New York. Also, the defendant communicated with EPAC’s officers in New York during the contract negotiations and even after the contract was terminated.

Here, unlike in EPAC Technologies, there was no evidence the parties negotiated the terms of the contracts, much less negotiated the terms in Tennessee. Further, the drivers never worked with Hub Group’s Tennessee personnel before or after executing their respective contracts.

Accordingly, Hub Group cannot enforce the choice-of-law provisions in its contracts with the drivers because there is no material connection between Tennessee and the parties’ transactions. The decision of the district court was thus reversed and the matter was remanded for further proceedings.

The case is No. 25-5130.

Judge: Mathis, A.

Attorneys: Harold L. Lichten (Lichten & Liss-Riordan) for Jorge Andujar and Franklin Pena Batista. Allan Bloom (Proskauer Rose) for Hub Group Trucking, Inc.

Companies: Hub Group Trucking, Inc.

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