## Q55 key (Noncompete Across Two States)

1. Arcadia has a substantial relationship through headquarters, signing, repository, executive work, and customer activity, so the choice is not invalid at the first step. The Arcadia forum clause does not itself determine governing law in the stipulated Bracken forum. Missed: the analysis skips directly to preferred policy or lets forum language replace the conflicts test.
2. Absent choice, Bracken likely governs the noncompete because Elise resides and principally worked there, will work there, and the restraint determines her ability to earn there, despite material Arcadia contacts. Missed: principal work is underweighted or headquarters treated as automatic.
3. Bracken's express nonwaivable ban is a fundamental policy, and its resident-workforce interest is likely materially greater for the noncompete issue. The strongest Arcadian counter is national role, 30 percent Arcadia performance, signing, headquarters, information location, and two-state customer injury. Missed: either side's substantial argument is erased.
4. The likely result is displacement of the Arcadia choice for the noncompete, making the broad work ban void under Bracken law. Under Arcadia law it would likely be narrowed and enforced for a reasonable scope. The choice therefore is dispositive. Missed: outcome is stated without the conflicts path.
5. Issue-specific analysis permits enforcement of confidentiality and trade-secret duties and, under Bracken law, a six-month nonsolicit limited to the three customers Elise personally served. The all-customer bar is overbroad in Bracken. Missed: invalid noncompete is treated as immunity to data or solicitation rules.
6. Arcadian should seek device preservation, return and nonuse of pricing files, limited forensic relief, and a customer-specific standstill while law is decided, not a blanket employment ban. Elise should offer those protections while contesting the noncompete. Missed: emergency relief depends entirely on the weaker broad restraint.
7. Settlement should permit Beacon employment, prohibit use of confidential files, restrict solicitation of the three served customers for six months, and resolve device inspection. Missed: both sides spend the case on a binary covenant when narrower protection survives either law.