Full opinion text
MEMORANDUM OPINION AND ORDER REGARDING PLAINTIFFS’ MOTION FOR PRELIMINARY INJUNCTION; DEFENDANTS’ MOTION TO DISMISS; AND PRELIMINARY INJUNCTION BENNETT, Chief Judge. TABLE OF CONTENTS I.INTRODUCTION.720 A. Procedural Background.720 B. Factual Background.722 II.LEGAL ANALYSIS.724 A. Personal Jurisdiction.724 1. Long-arm authoritg.725 2. Minimum contacts.725 a. Specific v. general jurisdiction.726 b. The five factor test.-... 727 3. Arguments of the parties.727 4. Analysis.728 a. Progenesis.728 b. Dr. Gue.728 i.Quantity, quality, and relatedness of contacts.728 ii. “Secondary factors”.734 B. Standards For A Preliminary Injunction.734 C. Conflict of Laws.735 1. Iowa’s choice of law rules in contract cases. 736 2. Application of § 187.737 D. Covenant Not To Compete.739 1. Iowa law.739 2. Enforceability of the 1996 Agreement.740 3. Is the 1996 Agreement properly held by a plaintiff in this matter?.741 a. Arguments of the parties.741 b. Corporate structure.742 c. Analysis.744 i. Use of a fictitious name .744 ii. Transition from Pro Edge, Ltd. to Pro Edge, L.P. .746 Hi. Capitalization of Trans Ova Genetics, L.C. .747 E. Consideration Of The Dataphase Factors.747 1. Likelihood of success on the merits.747 2. Irreparable harm.748 3. Balance of harms.750 4. The public interest.752 F. Rule 65’s Bond Requirement.752 G. Venue.753 1. Improper Venue .753 2. Forum non conveniens.754 III.CONCLUSION.756 This lawsuit arises from an alleged violation of a covenant not to compete contained in an employment agreement between defendant Dr. Charles M. Gue, III, D.Y.M., and plaintiffs. In the not so de-tant past, Dr. Gue was a long-standing employee of Trans Ova Genetics, L.C., specializing in embryo transfer in livestock. During his gestation with Trans Ova Genetics, L.C.’s predecessor Dr. Gue executed an Employment Agreement which contained a non-compete clause prohibiting him from performing similar services within a 250-mile radius of any Trans Ova Genetics facility for one year following his separation from employment. A year and a half after executing the agreement, Trans Ova Genetics, Inc., sought to strengthen its presence in the Belgrade, Montana, area and reassigned Dr. Gue to that area to act as a nucleus for Trans Ova Genetics’s Montana location. After many years of apparent symbiotic harmony, Dr. Gue severed his employment relationship with Trans Ova Genetics, L.C., to work in his newly formed closely held corporation, defendant Progenesis Embryo Transfer, Ltd. This act superstimulated the plaintiffs, and they sued in Iowa state court to enjoin Dr. Gue from competing against them in the fertile Montana arena for embryo transfer services — and were granted a temporary restraining order by the state court. This was closely synchronized with the defendants removal of the action to this court, this court’s grant of the plaintiffs’ motion to extend the temporary restraining order, the plaintiffs’ motion for a preliminary injunction, and the defendants’ motion to dismiss for lack of personal jurisdiction and improper venue. Needless to say, this activity has successfully impregnated the court with multiple complex issues, some of which are regarding ‘transfer’ of an entirely different nature, which are now full-term and ready for delivery. I. INTRODUCTION A. Procedural Background On April 29, 2005, the plaintiffs in this action, Pro Edge, L.P. (“Pro Edge”), an Iowa limited partnership, and Trans Ova Genetics, L.C., an Iowa limited liability corporation, filed a petition in the Iowa District Court for Sioux County, Iowa, against defendants Charles S. Gue, III, DVM (“Dr.Gue”), a former employee of Trans Ova Genetics, L.C., and Progenesis Embryo Transfer, Ltd. (“Progenesis”), a wholly-owned Montana corporation created by Dr. Gue. The plaintiffs’ business includes embryo transfer services for cattle producers in several states, including Illinois, Iowa, Missouri, Montana and Oklahoma. In the petition, the plaintiffs allege that Dr. Gue was employed with the plaintiffs until April 8, 2005, and that Dr. Gue has violated the non-competition provisions of his employment contract since his separation from employment with the plaintiffs by providing services, similar or identical to those he performed prior to his termination, to Trans Ova Genetics, L.C. customers within a 250-mile radius of Trans Ova Genetics, L.C.’s Belgrade, Montana office. In Count I of the petition, the plaintiffs seek injunctive relief enjoining the defendants from violating the non-competition provisions of Dr. Gue’s employment contract; in Count II, the plaintiffs seek damages and injunctive relief for retention, use, and disclosure by the defendants of the plaintiffs’ trade secrets; in Count III, the plaintiffs seek injunctive relief and damages for the defendants’ intentional interference with contracts between the plaintiffs and their customers; in Count IV, the plaintiffs seek injunctive relief and damages for the defendants’ intentional interference with prospective contracts; and in Count V, the plaintiffs seek injunctive relief and damages for the defendants’ breach of the covenant of good faith and fair dealing. On April 29, 2005 the Iowa District Court for Sioux County entered an ex parte temporary restraining order enjoining the defendants from violating the non-competition provisions of an employment agreement between the plaintiffs and Dr. Gue. Somewhat more specifically, the temporary restraining order temporarily enjoined Dr. Gue from providing embryo transfer services including, but not limited to, in vitro fertilization to any individuals or entities that are cattle producers that have been customers of Trans Ova’s Belgrade, Montana, office within the 12-month period prior to the date of Dr. Gue’s separation from employment on April 8, 2005. The order stated that it would become effective upon the filing of a bond in the amount of $30,000 with the Clerk of the Iowa District Court for Sioux County and the issuance of a writ of injunction. The order also set a hearing on May 9, 2005, on whether the temporary restraining order should continue. The plaintiffs posted the necessary bond and the Writ of Injunction issued on April 29, 2005. The plaintiffs represent that they provided notice of the temporary restraining order to Dr. Gue’s counsel on May 1, 2005. However, they contend that Dr. Gue “evaded service” of the temporary restraining order until May 11, 2005. In the interim, while attempting to effect personal service on Dr. Gue, the plaintiffs represent that the defendants’ counsel notified the Iowa District Court’s Court Administrator that the May 9, 2005, hearing on the continuation of the plaintiffs’ temporary restraining order was “unnecessary.” However, they represent that the defendants did not move to dissolve the temporary restraining order. On May 16, 2005, the defendants removed this action to this federal court. (Doc. No. 2). On May 18, 2005, the plaintiffs filed a Motion to Extend Temporary Restraining Order and Request for Hearing on Preliminary Injunction in which the plaintiffs sought both an extension of the ex parte temporary restraining order issued by the Iowa District Court for Sioux County, as well as a hearing on the accompanying motion for a preliminary injunction. (Doc. No. 3). On May 19, 2005, this court entered an order extending the temporary restraining order to and including May 24, 2005, and setting a hearing on the plaintiffs’ motion for preliminary injunction for May 24, 2005, which was the only time the court had available for such a hearing, due to the court being in the midst of trial in a federal death penalty case. (Doc. No. 4). On May 20, 2005, the defendants filed a Motion to Dismiss and Request For Hearing, in which the defendants contend that the court lacks personal jurisdiction over the defendants, and that, alternatively, the district is an improper venue and the case should be transferred to the District of Montana. (Doc. No. 6). In support of the motion to dismiss, the defendants filed the affidavits of Dr. Gue, and his wife Kristie Gue, in addition to some other materials. (Doc. Nos. 8 & 9). On May 21, 2005, the defendants filed a Resistance to Plaintiffs’ Motion for Temporary Injunction and Request For Hearing. (Doc. No. 10). On May 23, 2005, the plaintiffs filed a Pre-Hearing Brief in Support of Preliminary Injunction, to which was attached an affidavit of plaintiffs’ counsel. (Doc. No. 13). At the May 24, 2005, preliminary injunction evidentiary hearing, Trans Ova was represented by Charles T. Patterson and Margaret Prahl, of Heidman Redmond Fredregill Patterson Plaza IDykstra & Prahl in Sioux City, Iowa. The defendants were represented by Richard H. Moeller of Berenstein Moore Berenstein Heffernan & Moeller, L.L.P., in Sioux City, Iowa. The parties presented a full day of evidence in the form of live witnesses, a telephonic witness, and a number of exhibits. At the hearing, counsel for both parties illustrated great professionalism and competence in presenting the evidence— especially in light of the short time in which they had to prepare for such a developed hearing. Following the evidentia-ry hearing, the court allowed the parties to submit by letter brief case law pertaining to a number of troublesome legal questions. In person oral argument on the plaintiffs’ motion for preliminary injunction and the defendants’ motion to dismiss was entertained on May 26, 2005 — at which the defendants were represented by Richard Moeller, and the plaintiffs by Charles T. Patterson, and Joel Vos, also of the Heidman law firm. At the hearing, the court allowed additional letter briefing on a discrete issue in the case, with all materials by both sides to be submitted by May 28, 2005. B. Factual Background Dr. Gue was hired as an embryo transplant specialist by Trans Ova Genetics, Inc., at its Sioux Center, Iowa, facility in 1990. On March 22, 1996, Dr. Gue signed an Employment Agreement on March 22, 1996 (“1996 Agreement”), with Trans Ova Genetics, Inc., which included the following “Non-Compete” provision: 5. Nonr-Compete. Dr. Gue agrees that he will not compete for a period of one year following the termination of his employment within a 250 mile radius of any Trans Ova facility or satellite office that is in existence at the time he terminates his employment with Trans Ova. Dr. Gue further acknowledges good and valuable consideration for this non-compete agreement. He further acknowledges that good and valuable consideration is included in his annual compensation. Dr. Gue further acknowledges and agrees that a one year limitation and a 250 mile radius restriction is a reasonable period of time and a reasonable restriction. This limitation [sic] but not limited to activities that he may perform as an employee, partner, veterinarian, or consultant for services similar to those performed for Trans Ova. Petition, Doc. No. 2, Exhibit 1. The 1996 Agreement also contained the following choice of law provision: 14. Law. This agreement shall be construed pursuant to the laws of the state of Iowa. Id. Finally, with respect to assignment, the 1996 Agreement provides: “This agreement may not be assigned by either party without the prior written consent of the other party.” Id. Following execution of the 1996 Agreement, Dr. Gue was granted access to additional information that he was not previously privy —including customer information and information regarding the embryo transfer techniques employed by Trans Ova Genetics, Inc. Additionally, in light of the 1996 Agreement and Dr. Gue’s good rapport with customers in the Sioux Center area, Trans Ova Genetics, Inc. determined that it would offer him the opportunity to head up the Belgrade, Montana satellite office with the goals of generating a customer base in that area and solidifying Trans Ova Genetics, Inc.’s presence in that area. In the months that followed, Trans Ova Genetics, Inc., in anticipation of Dr. Gue’s imminent relocation to the Belgrade, Montana, area, made significant improvements to the property they leased for the Belgrade, Montana, office — including building a cattle housing barn, and adding additional technical equipment. During this time period, but prior to his actual relocation, Dr. Gue traveled back and forth between Sioux Center and Belgrade to facilitate this transition on a couple of occasions. In August 1997, Dr. Gue officially relocated to Belgrade, Montana, and became the only resident veterinarian on staff there. From that point forward, Dr. Gue became a Montana resident. Though he was located in Montana, Dr. Gue did maintain contact with the main Sioux Center office. As all accounting, human resources and information technology functions for all Trans Ova Genetics, Inc. locations remained at the Sioux Center main office, Dr. Gue necessarily had at least weekly, if not daily, contact with the Sioux Center location. Further, Dr. Gue’s direct supervisor throughout his tenure with Trans Ova Genetics, Inc. (and eventually Trans Ova Genetics, L.C.), was located in Sioux Center. Dr. Gue also received his pay checks from a Pro Edge, L.P. account in Iowa from 1996 through April 2005. Finally, on at least a couple of occasions since relocating to Belgrade, Montana, Dr. Gue returned to Sioux Center for semi-annual meetings held by Trans Ova Genetics, Inc. / Trans Ova Genetics, L.C.- — though the last time he was in Iowa for one such meeting was in 2001. On November 14, 2000, plaintiff Pro Edge L.P., filed articles of incorporation for Trans Ova Genetics, L.C., a domestic limited liability company in Iowa, with its principal office in Sioux Center, Iowa. Trans Ova Genetics, L.C., remained unca-pitalized until August 1, 2003, when at a special meeting of the Board of Supervisors of Pro Management, L.C. — the sole general partner of Pro Edge, L.P. — resolutions were adopted transferring all interests and liabilities, and assigning all contracts, leases and agreements, relating to the Trans Ova Genetics division of Pro Edge, L.P., to Trans Ova Genetics, L.C. Trans Ova Genetics, L.C., soon thereafter became registered to do business in Montana, and began filing Montana state income taxes as required by law. Trans Ova Genetics, L.C., also technically became the employer of those employees at the Belgrade, Montana location. Early in 2005, Dr. Gue contemplated leaving his employment with Trans Ova Genetics, L.C. In late February, Dr. Gue discussed with an embryologist at the Belgrade, Montana, facility, whether she would leave Trans Ova Genetics, L.C., to work with him should he decide to terminate his employment with Trans Ova Genetics, L.C., and branch out on his own. In March 2005, Dr. Gue incorporated defendant Progenesis in Montana as a close corporation in which he is 75% owner, and his wife is 25% owner. In early March 2005, Dr. Gue contacted Korey Krull, his direct supervisor at the time as well as Chief Operations Officer of Trans Ova Genetics, L-.C., to inform him that he would be terminating his employment with Trans Ova Genetics, L.C. Dr. Gue followed-up this conversation with a letter, dated March 16, 2005, which indicated his present intent to terminate his employment and offered his services for the following two weeks should Trans Ova Genetics, L.C., desire him to stay on through that period. Dr. Gue admittedly timed his resignation in coordination with the height of breeding season — April/May/June of each calendar year — such that he would have an immediate customer base for his services following his resignation from Trans Ova Genetics, L.C. Dr. Gue’s March 16, 2005, letter immediately precipitated discussions among Trans Ova Genetics, L.C., and Dr. Gue regarding the possibility of Dr. Gue staying on as an independent contractor. On Trans Ova Genetics, L.C.’s part, the retention of Dr. Gue on any basis — independent contractor or otherwise — was contingent on Dr. Gue’s execution of another employment agreement containing a covenant not to compete. As Dr. Gue was not willing to enter into any agreement containing such a restrictive covenant, the negotiations fell through. On April 8, 2005, Dr. Gue resigned his employment with Trans Ova Genetics, L.C. The Trans Ova Genetics, L.C., embryologist that Dr. Gue had discussed leaving with also resigned her employment and went with him to Progen-esis. Following his resignation, Dr. Gue immediately began providing embryo transfer services to Trans Ova Genetics, L.C.’s customers — including a couple of Trans Ova Genetics, L.C.’s largest and most elite customers. Following his separation from Trans Ova Genetics, L.C., Dr. Gue picked up embryos from Trans Ova Genetics, L.C., for Stevenson’s Diamond Dot on April 12, 2005, and Riverbend on April 14, 2005 — both of which were Trans Ova Genetics, L.C.’s clients. Additionally, on April 11, 2005, Dr. Gue took out an internet ad which advertised Progenesis as offering services identical to those offered by Trans Ova Genetics, L.C. On April 20, 2005, counsel for the plaintiffs sent Dr. Gue a letter indicating that his current activities were in violation of the non-compete clause of the 1996 Agreement, and requested that he cease and desist providing competing services to Trans Ova Genetics, Inc. customers. Preliminary Injunction Evidentiary Hearing, Exh. C. Dr. Gue, via his Montana counsel, responded by letter dated April 22, 2005, indicating that the 1996 Agreement was unenforceable under Montana law, and that Dr. Gue’s activities were not violative of any enforceable contracts or agreements. Preliminary Injunction Evidentiary Hearing, Exh. D. Dr. Gue and Progenesis continued providing competing services — to Trans Ova Genetics, L.C. customers and possibly others within the 250-mile radius of the Belgrade, Montana area — through May 19, 2005. With this factual background in mind, the court now turns to an analysis of the pertinent issues raised in the pending motions. II. LEGAL ANALYSIS A. Personal Jurisdiction Before delving into the issue of whether a preliminary injunction is appropriate in this instance, the court must first determine whether it has personal jurisdiction over Dr. Gue and Progenesis. See Land-O-Nod Co. v. Bassett Furniture Industries, Inc., 708 F.2d 1338, 1339 (8th Cir.1983) (holding that the district court abused its discretion in granting a preliminary injunction and in finding it had personal jurisdiction over the defendants); Med-Tec Iowa, Inc. v. Computerized Im aging Reference Sys., Inc., 223 F.Supp.2d 1034, 1035 (S.D.Iowa 2002) (holding that the court lacked personal jurisdiction over defendant, and therefore did not need to reach merits of whether a preliminary injunction should issue). A two-step analysis is employed in determining whether this court can properly exercise personal jurisdiction over nonresident defendants. Genetic Implant Sys., Inc. v. Core-Vent Corp., 123 F.3d 1455, 1457-58 (Fed.Cir.1997); Northrup King Co. v. Compania Productora Semillas Algodoneras Selectas, S.A., 51 F.3d 1383, 1387 (8th Cir.1995). First, the court must determine if jurisdiction is appropriate under the long-arm statute of the forum state. Stanton v. St. Jude Medical, Inc., 340 F.3d 690, 692 (8th Cir.2003). If the state long-arm statute has been satisfied, then the court must next determine if the facts show that the nonresident defendants have minimum contacts with the forum state such that the court’s exercise of jurisdiction would be fair and in accordance with the due process clause of the Fourteenth Amendment. Id.; Northwest Airlines, Inc. v. Astraea Aviation Servs., Inc., 111 F.3d 1386, 1390 (8th Cir.1997); Moog World Trade Corp. v. Bancomer, S.A., 90 F.3d 1382, 1384 (8th Cir.1996); Soo Line R.R. Co. v. Hawker Siddeley Canada, Inc., 950 F.2d 526, 528 (8th Cir.1991). 1. Long-arm authority In this case, the long-arm authority is Iowa Rule of Civil Procedure 1.306, which provides in pertinent part that [ejvery corporation, individual, personal representative, partnership or association that shall have the necessary minimum contact with the state of Iowa shall be subject to the jurisdiction of the courts of this state, and the courts of this state shall hold such corporation, individual, personal representative, partnership or association amenable to suit in Iowa in every case not contrary to the provisions of the Constitution of the United States. Iowa Rule of Civil PROCEDURE 1.306 (2004). Rule 1.306 has been interpreted to give Iowa courts jurisdiction to the fullest constitutional extent. See Waitt v. Speed Control, Inc., 212 F.Supp.2d 950, 954-55 (N.D.Iowa 2002); Larsen v. Scholl, 296 N.W.2d 785, 788 (Iowa 1980); Aquadrill, Inc. v. Envtl. Compliance Consulting Serv.’s, Inc., 558 N.W.2d 391, 392 (Iowa 1997) (citing Larsen). Because the rule has been interpreted to confer jurisdiction to the fullest extent permitted by the due process clause, the personal jurisdiction inquiry here collapses into the single question of whether exercise of personal jurisdiction comports with due process. See Bell Paper Box, Inc. v. U.S. Kids, Inc., 22 F.3d 816, 818 (8th Cir.1994); Med-Tec Iowa, Inc., 223 F.Supp.2d at 1036; Waitt, 212 F.Supp.2d at 955; Pure Fishing, Inc. v. Silver Star Co., Ltd., 202 F.Supp.2d 905, 915 (N.D.Iowa 2002) (citing Bell). 2. Minimum contacts Under the due process clause, the constitutional touchstone is whether the plaintiffs have established sufficient minimum contacts with Iowa such that this court’s exercise of personal jurisdiction over Dr. Gue and Progenesis does not offend traditional notions of fair play and substantial justice. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985); International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945); Northwest Airlines, Inc., 111 F.3d at 1390. In determining minimum contacts, a court properly focuses on “the relationship among the defendant, the forum, and the litigation.” Shaffer v. Heitner, 433 U.S. 186, 204, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977). In Dakota Industries Inc. v. Da kota Sportswear, 946 F.2d 1384 (8th Cir.1991), the Eighth Circuit Court of Appeals summarized these due process requirements: In a series of cases following International Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 164, 90 L.Ed. 95 (1945), the Supreme Court has elucidated the “minimum contacts” standard that must be satisfied before a nonresident can be subjected to the jurisdiction of a state’s courts. Due process requires that out-of-state defendants have “ ‘fair warning’ ” that they could be “haled into” court in a foreign jurisdiction. This requirement “is satisfied if the defendant had ‘purposefully directed’ his activities at residents of the forum ... and the litigation results from alleged injuries that ‘arise out of or relate to’ those activities.” The contacts with the forum state must be more than “ ‘random,’ ” “ ‘fortuitous,’ ” or “ ‘attenuated.’ ” The due process clause forecloses personal jurisdiction unless the actions of the “defendant himself ... create [d] a ‘substantial connection ’ with the forum State.” Once the court has found that the defendant purposefully established the requisite minimum contacts with the forum state, the court still must determine whether assertion of jurisdiction comports with “ ‘fair play and substantial justice.’ ” Dakota Indus., 946 F.2d at 1389 (citations omitted); see also Stanton, 340 F.3d at 694; Jarvis and Sons, Inc. v. Freeport Shipbuilding and Marine Repair, Inc., 966 F.2d 1247, 1249-50 (8th Cir.1992) (citing same standards); Gould v. P.T. Krakatau Steel, 957 F.2d 573, 575-76 (8th Cir.1992) (citing same standards). In assessing a defendant’s “reasonable anticipation” of being hauled into court, there must be “some act by which the defendant purposely avails itself of the privilege of conducting activities within the forum state, thus invoking the benefits and protections of its laws.” Bell Paper, 22 F.3d at 818; Northrup King Co., 51 F.3d at 1386-87; accord Burger King, 471 U.S. at 474-75, 105 S.Ct. 2174, 85 L.Ed.2d 528 (quoting Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958)). a. Specific v. general jurisdiction There are two broad types of personal jurisdiction: specific jurisdiction and general jurisdiction. Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-16, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984); Bell Paper, 22 F.3d at 819. Specific jurisdiction refers to jurisdiction over causes of action arising from or related to a defendant’s actions within the forum state. Helicopteros, 466 U.S. at 414, 104 S.Ct. 1868, 80 L.Ed.2d 404. Specific jurisdiction may not be exercised where none of the actions complained of occurred within or had any connection to the forum state. Sondergard v. Miles, Inc., 985 F.2d 1389, 1392 (8th Cir.1993). The non-resident’s contacts with the forum may be based on contacts by its representative, in light of the Supreme Court’s conclusion that “when commercial activities are carried on in behalf of an out-of-state party those activities may sometimes be ascribed to the party, at least where [it] is a primary participant in the enterprise and has acted purposefully in directing those activities.” Burger King Corp., 471 U.S. at 480 n. 22, 105 S.Ct. 2174, 85 L.Ed.2d 528. In contrast, general jurisdiction refers to the power of a state to adjudicate any cause of action involving a particular defendant, regardless of where the cause of action arose. Id. at 415, 104 S.Ct. 1868, 80 L.Ed.2d 404. For general jurisdiction to exist, the non-resident defendant must be engaged in “continuous and systematic contacts” within the forum. Helicopteros, 466 U.S. at 416, 104 S.Ct. 1868, 80 L.Ed.2d 404. “In this situation the forum state has no direct interest in the specific cause of action asserted. Accordingly, contacts of a more extensive quality and nature are required.” Dalton v. R & W Marine, Inc., 897 F.2d 1359, 1362 (5th Cir.1990). b. The five factor test The test for evaluating the propriety of personal jurisdiction under the due process clause requires the court to consider the following five factors: (1) the nature and quality of the contacts with the forum state; (2) the quantity of the contacts with the forum state; (3) the relation of the cause of action to the contacts; (4) the interest of the forum state in providing a forum for its residents; and (5) the convenience of the parties. Stanton, 340 F.3d at 694; Epps v. Stewart Information Services Corp., 327 F.3d 642, 648 (8th Cir.2003); Guinness Import Co. v. Mark VII Distributors, Inc., 153 F.3d 607, 613 (8th Cir.1998); Aylward v. Fleet Bank, 122 F.3d 616, 618 (8th Cir.1997); Burlington Indus., Inc. v. Maples Indus., Inc., 97 F.3d 1100, 1102 (8th Cir.1996); Northrup King Co., 51 F.3d at 1388; Bell Paper, 22 F.3d at 818; Dakota Indus., 946 F.2d at 1390; Land-O-Nod Co. v. Bassett Furniture Indus., Inc., 708 F.2d 1338 (8th Cir.1983). Of these factors, the first three are the most important. Digi-Tel Holdings, Inc. v. Proteq Telecommunications, Ltd., 89 F.3d 519, 523 (8th Cir.1996); Minnesota Mining & Mfg. Co. v. Nippon Carbide Indies. Co., Inc., 63 F.3d 694, 697 (8th Cir.1995); Northrup King Co., 51 F.3d at 1388; Dakota Indus., 946 F.2d at 1390. In particular, the Eighth Circuit Court of Appeals has concluded that a defendant has insufficient contacts with the forum state where the defendant has no office, agent, representative or employees in the forum state, does not do business in the forum state, Jarvis and Sons v. Freeport Shipbuilding, 966 F.2d 1247, 1250 (8th Cir.1992), has no bank accounts or property in the forum, does not advertise or solicit any business in the state, and does not design products for use in the state. Gould, 957 F.2d at 576. 3. Arguments of the parties Both Dr. Gue and Progenesis argue that the court does not have personal jurisdiction over them. The defendants first contend that personal jurisdiction over Pro-genesis is lacking as: (1) Progenesis is a Montana corporation with its principal place of business in Montana; (2) Progen-esis is not licensed to do business in Iowa; (3) Progenesis has no telephone listing, bank account, agent, or office in Iowa; and (4) Progenesis does not direct advertisements to Iowa residents. Turning to Dr. Gue, the defendants argue that while Dr. Gue executed the 1996 Agreement when he was an Iowa resident, “ ‘for a substantial period of time prior to the termination of his employment, he was the ... employee responsible for the operation of the Trans Ova facility in Belgrade, Montana, and at farms and ranches within a 250-mile radius of Belgrade, Montana.’ ” Defendants’ Brief In Support Of Their Motion To Dismiss, Doc. No. 7, at 4 (quoting Petition, at ¶¶ 9, 18). Further, the defendants contend that since early 2000, Trans Ova Genetics, L.C., an entity registered to do business in Montana, was Dr. Gue’s employer from that point until his separation on April 8, 2005. In support of the position that Dr. Gue’s contacts with Iowa are too attenuated, and not purposefully directed at Iowa, the defendants rely on the case of Roquette America, Inc. v. Gerber, 651 N.W.2d 896 (Iowa Ct.App.2002). For these reasons, the defendants argue that the court lacks personal jurisdiction over both Dr. Gue and Progenesis, and the matter should be dismissed. Plaintiffs concur with the defendants in that defendant Progenesis lacks sufficient minimum contacts for this court to exercise personal jurisdiction over it in this case. However, the plaintiffs hotly contend that personal jurisdiction over Dr. Gue is proper. In support of this argument the plaintiffs point to the fact that Dr. Gue negotiated and signed the 1996 Agreement in Iowa, that part of his performance was in Iowa, he was paid from an Iowa bank account, returned to Iowa for semi-annual Trans Ova Genetics, L.C., meetings on at least two occasions, his direct supervisor was in Iowa throughout his tenure, and he was holder of partnership shares in the Iowa limited partnership Pro Edge, L.P. In support of the position that Dr. Gue has sufficient minimum contacts to support this court’s exercise of personal jurisdiction over him, the plaintiffs cite primarily to the case of Berkley International Co., Ltd. v. Devine, 289 N.W.2d 600 (Iowa 1980). 4. Analysis a. Progenesis The issue of personal jurisdiction, the court turns first to defendant Progenesis. Looking at Progenesis’s contacts, or more aptly lack of contacts, with Iowa, the court must conclude that personal jurisdiction does not exist. Progenesis is a Montana corporation with its principal place of business in Montana. It has no office, agent, representative or employee in Iowa, and does not do business in Iowa. See Jarvis and Sons, 966 F.2d at 1250. Further, Progenesis has no bank accounts or property in Iowa, and does not advertise or solicit any business in Iowa. Gould, 957 F.2d at 576. In establishing personal jurisdiction, “it is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 1239, 2 L.Ed.2d 1283 (1958). In this case there are no such acts by Progenesis — in fact, it appears that Progenesis has absolutely no contacts whatsoever with Iowa. As significant minimum contacts are wholly lacking, the court grants the defendants’ motion to dismiss to the extent it requests dismissal of Progenesis for lack of personal jurisdiction. b. Dr. Gue As a preliminary matter, the court notes that if personal jurisdiction exists over Dr. Gue, it will be specific jurisdiction, not general jurisdiction — this is so as Dr. Gue lacks the “continuous and systematic contacts” with Iowa necessary for an Iowa court to adjudicate any cause of action, regardless of where it arose, against Dr. Gue. See Helicopteros, 466 U.S. at 416, 104 S.Ct. 1868, 80 L.Ed.2d 404; Dalton, 897 F.2d at 1362. Rather, in this instance, where specific jurisdiction is the only option, “jurisdiction is viable only if the injury giving rise to the lawsuit occurred within or had some connection to [Iowa].” Romak USA, Inc. v. Rich, 384 F.3d 979, 984 (8th Cir.2004) (quoting Porter v. Berall, 293 F.3d 1073, 1073 (8th Cir.2002)). The court now turns to an analysis of whether Dr. Gue has sufficient minimum contacts with Iowa such that exercise of specific personal jurisdiction over him by this court would not offend traditional notions of fair play and substantial justice. i. Quantity, quality, and relatedness of contacts. Before delving into an analysis of the nature of Dr. Gue’s contacts with Iowa, the court must first discuss the case the defendants argue makes exercise of personal jurisdiction untenable in this situation; that being the Iowa Court of Appeals’s decision in Roquette America, Inc. v. Gerber, 651 N.W.2d 896 (Iowa Ct.App. 2002). In Roquette, the plaintiffs were a French Corporation, Roquette Freres (“Roquette”), and its wholly-owned subsidiary Roquette America, Inc. (“RAI”), a Delaware corporation that had a plant in Iowa. Defendant Lauren Gerber (“Gerber”), a French citizen, was employed with Roquette in 1976, and, with Roquette’s permission, accepted a position as Vice President-Operations of RAI in Iowa in 1993. Gerber signed a covenant not to compete with RAI on March 15, 1994, which prohibited him from obtaining employment with a competitor for two years after he ceased working for RAI. Gerber left RAJ in September 1997, and returned to France to work for Roquette. In April 1998, Gerber was contacted by a Belgium competitor of Roquette — Amylum Group (“Amylum”). Gerber began working for Amylum in November 1998. The plaintiffs — Roquette and RAI — filed a tort action against Gerber and Amylum, among others, alleging breach of covenant not to compete, misappropriation of trade secrets, and intentional interference with contractual relations. On the defendants’ motion to dismiss, the Iowa Court of Appeals had to determine whether it had personal jurisdiction over the defendants— Amylum, Gerber, and other foreign entities and individuals. Id. at 897-99. After reciting the relevant factors a court must consider to determine if exercise of personal jurisdiction comports with due process, the Roquette court first determined that upon examination of the first two factors, it was evidence that the defendants had no direct contacts with Iowa — in that no defendant had offices, agents, employees, or property in Iowa, and though Gerber had lived in Iowa, by the time the suit was filed, he had been living in France for almost one and one-half years. Id. at 899. Turning to the third factor — which the Roquette court indicates determines if the jurisdiction is specific or general — the Iowa Court of Appeals employed the “effects” test found in Calder v. Jones, 465 U.S. 783, 104 S.Ct. 1482, 79 L.Ed.2d 804 (1984), which the court found required that the plaintiff show: “(1) the defendant’s acts were intentional; (2) these actions were uniquely or expressly aimed at the forum state; and (3) the brunt of the harm was suffered in the forum state, and the defendant knew that harm was likely to be suffered there.” Id. at 900. The Roquette court found the first factor had been satisfied. On the second factor, the Roquette court found that there was “not sufficient evidence to show defendants’ actions were uniquely or expressly aimed at Iowa.” As to the third factor, the Roquette court found that there was not substantial evidence that the brunt of the harm of defendants’ actions was suffered in Iowa — and further that “more than the effects of a tort is necessary to invoke” jurisdiction of Iowa courts. Id. at 902. Ultimately, relying on the case of Drayton Enterprises, L.L.C. v. Dunker, 142 F.Supp.2d 1177, 1187 (D.N.D.2001) — which held that no personal jurisdiction exists where the sole connection to the forum is the effects of an intentional tort — the Roquette court found that there was no connection between defendants and Iowa, other than the “effects” of the alleged “torts” and that this was “insufficient to justify jurisdiction in Iowa.” Id. at 903. In discussing Roquette’s application, if any, to this case, the court must make note of two facts. First, is that the court could find only one Iowa Supreme Court case which mentioned Calder in declining to exercise personal jurisdiction: Percival v. Bankers Trust Co., 494 N.W.2d 658 (Iowa 1993). Percival dealt with the tortious acquisition of property in California by a California defendant, in which some persons having an interest in that property were residents of Iowa. Id. at 658-59. The Iowa Supreme Court implicitly rejected the plaintiffs’ contended reliance on Calder as establishing jurisdiction over an individual defendant, holding that tortious acquisition of property is not sufficient to support jurisdiction over [the defendant] in other states that happen to be residences of others also interested in [the acquired property.] The fortuitous residence of plaintiffs, alone, is not sufficient to confer personal jurisdiction over a nonresident defendant. The minimum contacts requirements demand conduct having to do with the state itself; they are not satisfied from a mere “effect” felt by a plaintiff within his or her state of residence. Id. at 659-60. In essence, Percival, in an abbreviated fashion, recognized that mere “effects” alone are not enough to establish personal jurisdiction over a defendant. See id. This basic principle has since been recognized by both the Eighth Circuit and this court. See, e.g., Woodke v. Dahm, 873 F.Supp. 179, 195 (N.D.Iowa 1995) (noting that the Eighth Circuit Court of Appeals recognized “that the holding in Calder was supported by more than ‘mere effects’”); and, rather, that the Calder Court “found that Calder intentionally aimed his tor-tious activity at [the forum state ] and could, therefore, have ‘reasonably anticipate[d] being hauled into court there,’” and also that the “effects” test did not replace the traditional five-factor minimum contacts test (quoting Hicklin Eng’g, Inc. v. Aidco, Inc., 959 F.2d 738, 739 (8th Cir.1992) (citing Calder, in turn quoting World-Wide Volkswagen Corp., 444 U.S. at 291, 100 S.Ct. 559, 62 L.Ed.2d 490)) (emphasis added). Percival does not contain an analysis specifically guided by Calder, and, rather, appears to be grounded in a traditional five-factor analysis of minimum contacts. Percival, 494 N.W.2d at 659. Further, Percival is grounded in facts clearly distinct from those presented in this case. Id. at 659-60, 494 N.W.2d 658. Second, and related to the lack of an Iowa Supreme Court decision applying Calder in a case on point to this matter, the court notes that Roquette was decided by a state intermediate appellate court which, although persuasive, does not bind this court as precedent. See Baxter Intern., Inc. v. Morris, 976 F.2d 1189, 1196 (8th Cir.1992) (“Although federal courts are not bound to follow decisions of intermediate state courts when interpreting state law, state appellate court decisions are highly persuasive and should be followed when they are the best evidence of state law.”). This alone would be grounds for the court to disregard Roquette as an aberrant case that is not the best evidence of how the Iowa Supreme Court would have determined the issue. However, in this instance, the court need not go that far — as the posture of this case is clearly distinguishable from a Roquette situation in which the only contact with the forum are the effects of a tort committed by a defendant. In Roquette, the individual defendant entered into the covenant not to compete with a Delaware corporation, the wholly-owned subsidiary of a French company, that had a location in Iowa; while in this case Dr. Gue entered into the 1996 Agreement with an Iowa entity, which at all times has had its principal place of business in Iowa. At the time Dr. Gue entered into the 1996 Agreement, he was an Iowa resident — Roquette is unclear as to whether Gerber was an Iowa resident at the time he entered into the covenant not to compete. At this juncture, there is a possible similarity in that both Gerber and Dr. Gue gave partial performance under their respective contracts in Iowa — note, the court uses possible, as Roquette indicates only that Gerber signed a covenant not to compete, whereas Dr. Gue signed an employment contract which, while it contained- a non-compete clause, also contained other terms and conditions of his employment with Trans Ova Genetics, Inc. The most notable distinction comes when looking at the activities of the respective defendants (Dr. Gue and Gerber) following their Iowa exodus. In Gerber’s instance, he left his employment with the wholly-owned subsidiary and returned to France to work for Roquette (a French company) approximately a year before accepting employment at a competing Belgian company and engaging in activities that violated the covenant not to compete. By this time, as the Roquette court noted, while Gerber’s actions in joining a Belgium competitor would certainly have had an effect on Roquette’s North American distributor in Iowa (RAI), any harm felt by RAI was merely an indirect result of Gerber’s activity and was not aimed towards Iowa. See Hicklin Eng’g, Inc. v. Aidco, Inc., 959 F.2d 738, 739 (8th Cir.1992) (finding that though defendant’s activities “may have an effect on a competitor, absent additional contacts, this effect alone will not be sufficient to bestow personal jurisdiction,” and finding the Calder “effects” test “inapposite to the present case”). In contrast, when Dr. Gue moved to Montana he: (1) willfully remained an employee of the Iowa entity Trans Ova Genetics, Inc. (eventually Trans Ova Genetics, L.C.); (2) made numerous contacts, via telephone and e-mail, with the main office in Sioux Center, Iowa in order to deal with accounting and human resources issues; (3) he traveled to at least two semi-annual meetings held in Iowa; and (4) continued receiving a paycheck from an Iowa bank account. Additionally, and importantly, unlike Roquette, the evidence shows that Dr. Gue began competing for Trans Ova Genetics, L.C.’s (an Iowa entity) customers while he was still employed by them — Dr. Gue approached a Trans Ova Genetics, L.C., embryologist in early 2005 about leaving and coming to work with him, and he formed Progenesis in March 2005 prior to even indicating his intentions of separating his employment with Trans Ova Genetics, L.C. Further, the evidence establishes that synchronization was vital in determining when embryo transfer services needed to be provided to customers, and that such appointments needed to be set up for weeks prior to the actual visit — this fact, coupled with the fact that Dr. Gue removed embryos from inventory for Trans Ova Genetics, L.C. customers on April 12, 2005, and April' 14, 2005, only days after his actual employment ended with Trans Ova Genetics, L.C., supports an inference that Dr. Gue actually scheduled appointments to provide services to Trans Ova Genetics, L.C. customers while he was still employed by Trans Ova Genetics, L.C. The bottom line is that Dr. Gue purposefully availed himself of employment with his Iowa employer, while concurrently competing with that very employer. Additionally, Dr. Gue took out a web ad around April 11, 2005, accessible by anyone in the country, which puts him and his company out as offering the exact services he had provided for Trans Ova Genetics, L.C. In sum, unlike Roquette, this is not a case in which the only contacts with the forum state at the time of the tortious activity are the effects of an intentional tort committed by the defendant. Having distinguished Roquette and finding its ruling not applicable to the case at bar, the court moves on to an analysis of the nature of Dr. Gue’s Iowa contacts. The court first notes, that it is a clearly established principle that a contract alone, between a resident plaintiff and a nonresident defendant, is not enough to establish the requisite contacts to sustain the exercise of personal jurisdiction. See, e.g., Burger King, 471 U.S. at 478, 105 S.Ct. 2174, 85 L.Ed.2d 528 (“If the question is whether an individual’s contract with an out-of-state party alone can automatically establish sufficient minimum contacts in the other party’s home forum, we believe the answer clearly is that it cannot.”); Iowa Elec. Light and Power Co. v. Atlas Corp., 603 F.2d 1301, 1303 (8th Cir.1979) (“Merely entering into a contract with a forum resident does not provide the requisite contacts between a defendant and the forum state.”); Ross v. First Savings Bank of Arlington, 675 N.W.2d 812, 816 (Iowa 2004) (“a contract alone cannot automatically establish sufficient contacts.”)(quoting Hager v. Doubletree, 440 N.W.2d 603, 607 (Iowa 1989)). Also insufficient, standing alone, are choice-of-law provisions, see, e.g., Northwest Airlines, Inc. v. Astraea Aviation Servs., Inc., 111 F.3d 1386, 1390 (8th Cir.1997) (“a choice of law provision in itself is insufficient to create personal jurisdiction”), use of interstate facilities such as mail and telephones, see Bell Paper Box, 53 F.3d at 923, and visits to the forum if they are too few in number and too slight in quality. Bell v. Fischer, 887 F.Supp. 1269, 1279 (N.D.Iowa 1995). On the other hand, minimum contacts “need not include physical presence at all,” so long as they are more than attenuated. Bell Paper Box, 53 F.3d at 922 n. 2. In this case, the quality and quantity of the contacts is sufficient to weigh in favor of exercise of personal jurisdiction over Dr. Gue. As noted above, Dr. Gue, of his own choice, was the employee of an Iowa company for more than fourteen years — during which he availed himself of the benefits of that relationship. Dr. Gue additionally availed himself of the benefits of Iowa in retaining, from at least the time the 1996 Agreement was signed through his last day on April 8, 2005, ownership of partnership units in Pro Edge, L.P. Even after he moved to Montana, Dr. Gue’s direct supervisor was always in Sioux Center, Iowa. As all human resources and accounting/billing functions were conducted from the main office in Sioux Center, Iowa, Dr. Gue made contact with the main office via telephone anywhere from four to eight times per week. Dr. Gue, up until April 8, 2005, accepted his paycheck from an Iowa bank account. From 1997 through 2001, Dr. Gue also made two trips back to Iowa to attend semi-annual company meetings. Further, though a choice-of-law clause, in and of itself, is not enough to confer personal jurisdiction, it is “a relevant consideration in determining whether a defendant has purposefully availed itself in the forum state.” Northwest Airlines, Inc., 111 F.3d at 1390. In this instance, “[Dr. Gue] ‘purposefully availed himself of the benefits and protections of [Iowa’s] laws’ by entering into [a contract] expressly providing that those laws would govern” disputes arising from the 1996 Agreement. Burger King Corp., 471 U.S. at 482, 105 S.Ct. 2174, 85 L.Ed.2d 528. Finally, addressing the relatedness between the contacts and the cause of action, the court again notes that even prior to the end of his employment, Dr. Gue utilized the benefits he had received in working for an Iowa company — in the form of customer contacts, and manifestation of goodwill — to compete against Trans Ova Genetics, L.C. Further, though his intentions may have been merely to get his own company off the ground and provide himself with an income, Dr. Gue’s allegedly tortious activity was aimed at, and directly affected, Trans Ova Genetics, L.C. to the extent that Chief Financial Officer Chad Feenstra opined that Dr. Gue’s continued activities could jeopardize the future of Trans Ova Genetics, L.C.’s Montana location and others. In sum, the court finds that the quality, quantity, and relatedness of Dr. Gue’s contacts with Iowa support a finding that sufficient minimum contacts exist such that exercise of personal jurisdiction over Dr. Gue would comport with due process. ii. “Secondary factors”. Turning briefly to the factors of secondary importance, the interest of the forum state in providing a forum for its residents, and the convenience of the parties, Northrup King Co., 51 F.3d at 1888, the court finds no reason to change its determination that the exercise of personal jurisdiction over Dr. Gue is appropriate in this case. With regard to the interest of the forum state, the court notes that “the state of Iowa has a strong interest in protecting Iowa residents from damage as a result of tortious actions and breach of contractual duties by nonresident defendants.” Berkley Intn’l Co., Ltd., 289 N.W.2d at 605; see Caesar’s World, Inc. v. Spencer Foods, Inc., 498 F.2d 1176, 1179 (8th Cir.1974) (“Under Iowa law, jurisdiction under the longarm statute will be sustained ‘if plaintiff makes a prima facie showing of the existence of a contract to be performed in whole or in part’ in Iowa.”) (quoting Midwest Packaging Corp. v. Oerlikon Plastics, Ltd., 279 F.Supp. 816 (N.D.Iowa 1968)). The convenience of the parties is really a wash' — as it would be more convenient for the plaintiffs to litigate in an Iowa forum, while it would be more convenient for the defendants to litigate in a Montana forum. Considering Iowa’s strong interest in providing a forum for litigants alleging damage grounded in tort and breach of contract, the court finds that the secondary factors also weigh in favor of an exercise of personal jurisdiction. As the court has found personal jurisdiction over Dr. Gue proper, and consistent with due process, the defendants’ motion to dismiss, insofar as it moves for dismissal of Dr. Gue for lack of personal jurisdiction, is denied. B. Standards For A Preliminary Injunction As this court explained in past cases, it is well-settled in this circuit that applications for preliminary injunctions and temporary restraining orders are generally measured against the standards set forth in Dataphase Sys., Inc. v. CL Sys., Inc., 640 F.2d 109, 113 (8th Cir.1981) (en banc). See Doctor John’s, Inc. v. City of Sioux City, Iowa, 305 F.Supp.2d 1022, 1033-34 (N.D.Iowa 2004); Branstad v. Glickman, 118 F.Supp.2d 925, 937 (N.D.Iowa 2000); Uncle B’s Bakery, Inc. v. O’Rourke, 920 F.Supp. 1405, 1411 (N.D.Iowa 1996). These factors include (1) the movant’s probability of success on the merits, (2) the threat of irreparable harm to the movant absent the injunction, (3) the balance between the harm and the injury that the injunction’s issuance would inflict on other interested parties, and (4) the public interest. Dataphase, 640 F.2d at 114; accord Doctor John’s, Inc., 305 F.Supp.2d at 1033; Branstad, 118 F.Supp.2d at 937 (quoting similar factors from Entergy, Ark., Inc. v. Nebraska, 210 F.3d 887, 898 (8th Cir.2000)); Fed. R. Civ. P. 65(b)(1). Although the Dataphase standards are generally applicable to motions for preliminary injunctions in civil cases in this circuit, the court cannot pass on without comment on another candidate for articulation of the applicable standards— Iowa law. First, in other diversity actions involving efforts by former employers to enjoin competition by former employees in violation of a non-competition agreement, this court considered whether the Erie doctrine, requiring application of state law to substantive questions in diversity cases, required application of state or federal standards to issuance of a preliminary injunction: Uncle B’s Bakery, Inc. v. O’Rourke, 920 F.Supp. 1405, 1422-23 (N.D.Iowa 1996) and Curtis 1000, Inc. v. Youngblade, 878 F.Supp. 1224, 1243-44 (N.D.Iowa 1995). In both instances, the court concluded that it should apply federal rather than Iowa law to the determination of whether a preliminary injunction should issue in the case, because, the court found, federal courts are to apply their own rules of civil procedure, including Rule 65, which incorporates traditional federal equity practice for the issuance of preliminary injunctions. Uncle B’s, 920 F.Supp. at 1422-23; Curtis 1000, 878 F.Supp. at 1244. As the parties here have not raised the question of whether state or federal law applies to the issuance of a preliminary injunction in this case, this court has decided the same question in prior decisions and finds no ground to abandon those decisions, and, furthermore, again as in Uncle B’s and Curtis 1000, the court concludes that, as a practical matter, application of federal rather than Iowa law to the question before the court would not be “outcome determinative,” as Iowa courts apply roughly the same tests as do federal courts of this circuit to issuance of a preliminary injunction, although the Iowa standard may in fact be more lenient. Uncle B’s, 920 F.Supp. at 1422-23; Curtis 1000, 878 F.Supp. at 1244; accord PIC USA v. North Carolina Farm Partnership, 672 N.W.2d 718, 723 (Iowa 2003) (noting that under Iowa law the standards for granting temporary injunctions are similar to those for permanent injunctions); Max 100 L.C. v. Iowa Realty Co., Inc., 621 N.W.2d 178, 180 (Iowa 2001) (discussing, under Iowa law, the standards governing issuance of temporary injunctions); Emma Goldman Clinic v. Holman, 2005 WL 974759 at *1-2 (Iowa App. April 28, 2005) (discussing, briefly, temporary and permanent injunctive relief). Therefore, the court will look to the federal standards, rather than state standards, for determining if a preliminary injunction should issue in this instance. “ ‘A district court has broad discretion when ruling on requests for preliminary injunctions, and [the appellate court] will reverse only for clearly erroneous factual determinations, an error of law, or an abuse of that discretion.’ ” Entergy, Ark., Inc., 210 F.3d at 898 (quoting United Indus. Corp. v. Clorox Co., 140 F.3d 1175, 1179 (8th Cir.1998)). As the Eighth Circuit Court of Appeals has also explained, These factors are not a rigid formula. However, “[t]he basis of injunctive relief in the federal courts has always been irreparable harm and inadequacy of legal remedies.” Beacon Theatres, Inc. v. Westover, 359 U.S. 500, 506-07, 79 S.Ct. 948, 3 L.Ed.2d 988 (1959). Thus, to warrant a preliminary injunction, the moving party must demonstrate a sufficient threat of irreparable harm. See Adam-Mellang v. Apartment Search, Inc., 96 F.3d 297, 299 (8th Cir.1996). Bandag, Inc. v. Jack’s Tire & Oil, Inc., 190 F.3d 924, 926 (8th Cir.1999); Baker Elec. Co-op., Inc. v. Chaske, 28 F.3d 1466, 1472 (8th Cir.1994) (“No single factor in itself is dispositive; in each case all of the factors must be considered to determine whether on balance, they weigh towards granting the injunction. However, a party moving for a preliminary injunction is required to show the threat of irreparable harm.”) (internal quotation marks and citations omitted). C. Conflict of Laws Before embarking on a consideration of the Dataphase factors, the court must first resolve which state’s standards should be used to determine the validity and enforceability of the covenant in question here, the standards of Iowa, the state identified in the parties’ choice of law clause in the 1996 Agreement between them, or Montana, the place where Dr. Gue performed services for Trans Ova Genetics under the 1996 Agreement, and where Dr. Gue is now allegedly performing competing services, individually and via Progenesis, in violation of the non-compete clause of the 1996 Agreement and the temporary restraining order issued by the state court. 1. Iowa’s choice of law rules in contract cases It is well established that a federal district court sitting in diversity must apply the substantive law of the state in which it sits, including its choice-of-law rules. Harlan Feeders, Inc. v. Grand Labs., Inc., 881 F.Supp. 1400, 1403-04 (N.D.Iowa 1995) (citing Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941)); accord Colonial Ins. Co. of Cal. v. Spirco Envtl., Inc., 137 F.3d 560, 561-62 (8th Cir.1998) (“ ‘Federal district courts must apply the choice-of-law rules of the state in which they sit when jurisdiction is based on diversity of citizenship.’ ” quoting Whirlpool Corp. v. Ritter, 929 F.2d 1318, 1320 (8th Cir.1991)). However, in diversity situations, federal courts are allowed to apply their own rules of civil procedure. Hanna v. Plumer, 380 U.S. 460, 467, 470-71, 85 S.Ct. 1136, 14 L.Ed.2d 8 (1965). Iowa law employs the Second Restatement’s “most significant relationship” test of § 188 of the Restatement (Second) of Conflict of Laws for determination of conflict of laws questions pertaining to contract actions. See, e.g., Veasley v. CRST Intn’l, Inc., 553 N.W.2d 896, 897 (Iowa 1996) (recognizing that Iowa has adopted the “most significant relationship” test); Cameron v. Hardisty, 407 N.W.2d 595, 597 (Iowa 1987) (same); Cole v. State Auto. & Cas. Underwriters, 296 N.W.2d 779, 781-82 (Iowa 1980) (same). The “most significant relationship” test applies both where the parties have not made a choice of law in the contract, and as a portion of the analysis where the parties have made a choice of law in the contract. Joseph L. Wilmotte & Co. v. Rosenman Bros., 258 N.W.2d 317, 328 (Iowa 1977) (§ 187 of the Restatement permits parties to agree on the law to be applied to the contract so long as it does not override public policy of a state having a materially greater interest in the transaction as determined under § 188). Within certain restrictions, the Iowa conflict-of-laws test for contract actions allows the parties to select for themselves the law that will apply to their contract. Harlan Feeders, Inc., 881 F.Supp. at 1411. Restatement (Second) of Conflicts of Laws § 187 governs instances where the parties have designated, in the contract, the law of a particular state to govern. Section 187 provides: § 187. Law of the State Chosen by the Parties (1) The law of the state chosen by the parties to govern their contractual rights and duties will be applied if the particular issue is one in which the parties could have resolved by an explicit provision in their agreement directed to that issue. (2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issues is one which the parties could not have resolved by an explicit provision in their agreement directed to that issue, unless either (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties. (3)In the absence of a contrary indication of intention, the reference is to the local law of the state of the chosen law. Restatement SeooNd, Conflicts of Laws, § 187. Section 187 “permits the parties to agree on the law to be applied to the contract in most cases so long as it does not override the public policy of a state having a materially greater interest in the transaction.” Wilmotte, 258 N.W.2d at 328. 2. Application of § 187 In this case, the 1996 Agreement does have a choice of law provision, selecting Iowa law — therefore, § 187 is applicable in determining the choice of law clause to be honored in selecting the law to be applied to the validity and enforceability of the non-compete clause. In this instance, § 187(1) is inapplicable as the parties could not have provided for the enforceability of the non-complete clause. Baxter Inte