contractual forum selection clause in California

2023In Smith Valentino . . . [, supra,] 17 Cal.3d 491 , a decision on a petition for writ of mandamus which will take on even greater importance in later discussion, the Supreme Court denied a request for mandamus concluding that the trial court ‘acted within its discretion’ in upholding a contractual forum selection clause designating Pennsylvania as the proper forum.

2023Practice Procedure (2023) § 4:21.) And, as noted, the California Supreme Court has indicated “ ‘[m]ere inconvenience or additional expense’ ” are not generally considered when considering enforcement of a contractual forum selection clause “ ‘since it may be assumed that the plaintiff received under the contract consideration for these things.’ ” (Smith, infra, 17 Cal.3d at 496 .) 26.

2019"Where a plaintiff brings suit in California, the potential applicability of a contractual forum selection clause is raised by the defendant through a motion to dismiss on grounds of forum non conveniens." ( Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000 , 1005, 234 Cal.Rptr.3d 54 ( Bushansky ).) "A defendant may enforce a forum-selection clause by bringing a motion pursuant to sections 410.30 and 418.10, the statutes governing forum non conveniens motions, because they are the ones which generally authorize a trial court to decline jurisdiction when unreasonably invoked and provide a pro

2019"Where a plaintiff brings suit in California, the potential applicability of a contractual forum selection clause is raised by the defendant through a motion to dismiss on grounds of forum non conveniens." ( Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000 , 1005, 234 Cal.Rptr.3d 54 ( Bushansky ).) "A defendant may enforce a forum-selection clause by bringing a motion pursuant to sections 410.30 and 418.10, the statutes governing forum non conveniens motions, because they are the ones which generally authorize a trial court to decline jurisdiction when unreasonably invoked and provide a pro

2025(See Global Packaging, Inc. v. Superior Court (2011) 196 Cal.App.4th 1623, 1633 [“[a] forum selection clause, however, is presumed valid; the party opposing its enforcement bears the ‘substantial’ burden of proving why it should not be enforced”]; accord, Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 147 (Verdugo) [“[t]he party opposing enforcement of a forum selection clause ordinarily ‘bears the “substantial” burden of proving why it should not be enforced’”]; America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 9 [“Normally, the burden of proof is on the party challen

2025To the extent he raises unconscionability on appeal, it appears to be in the context of the choice of law provision being unconscionable and not severable. 7 DISCUSSION A. The Burden of Proving the Forum Selection Clause Will Not Diminish Nonwaivable Rights Lies with Airstream as the Party Proposing the Alternative Forum Where the effect of enforcing a contractual forum selection clause “has the potential of stripping California consumers of their legal rights deemed by the Legislature to be nonwaivable” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 (America Online), the

2023(Grove, supra, 77 Cal.App.5th at p. 1090; Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1492, fn. 1 .) “ ‘Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.’ ” (Grove, at p. 1090.) Generally, we review a trial court’s ruling enforcing a forum-selection clause for an abuse of discretion.

2022(Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1494, fn. 1 (Lu).) “California favors contractual forum selection clauses so long as they are entered into freely and voluntarily, and 10 their enforcement would not be unreasonable.” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 .) “Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.” (Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 .) Thus, when a section 410.30 motion i

2022A certificate of incorporation is “a contractual agreement between the corporation and its shareholders.” (Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000, 1005 (Bushansky).) “Where a plaintiff brings suit in California, the potential applicability of a contractual forum selection clause is raised by the defendant through a motion to dismiss on grounds of forum non conveniens.” (Bushansky, supra, 23 Cal.App.5th at p. 1005 .) Under the forum non conveniens doctrine, “a trial court has discretion to decline to exercise its jurisdiction over a cause of 3The trial court held that the FFP was n

2022A certificate of incorporation is “a contractual agreement between the corporation and its shareholders.” (Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000, 1005 (Bushansky).) “Where a plaintiff brings suit in California, the potential applicability of a contractual forum selection clause is raised by the defendant through a motion to dismiss on grounds of forum non conveniens.” (Bushansky, supra, 23 Cal.App.5th at p. 1005 .) Under the forum non conveniens doctrine, “a trial court has discretion to decline to exercise its jurisdiction over a cause of 3The trial court held that the FFP was n

2025To the extent he raises unconscionability on appeal, it appears to be in the context of the choice of law provision being unconscionable and not severable. 7 DISCUSSION A. The Burden of Proving the Forum Selection Clause Will Not Diminish Nonwaivable Rights Lies with Airstream as the Party Proposing the Alternative Forum Where the effect of enforcing a contractual forum selection clause “has the potential of stripping California consumers of their legal rights deemed by the Legislature to be nonwaivable” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 (America Online), the

2025To the extent he raises unconscionability on appeal, it appears to be in the context of the choice of law provision being unconscionable and not severable. 7 DISCUSSION A. The Burden of Proving the Forum Selection Clause Will Not Diminish Nonwaivable Rights Lies with Airstream as the Party Proposing the Alternative Forum Where the effect of enforcing a contractual forum selection clause “has the potential of stripping California consumers of their legal rights deemed by the Legislature to be nonwaivable” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 (America Online), the

2022(Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1494, fn. 1 (Lu).) “California favors contractual forum selection clauses so long as they are entered into freely and voluntarily, and 10 their enforcement would not be unreasonable.” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 .) “Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.” (Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 .) Thus, when a section 410.30 motion i

2019Reasonableness "When a case involves a mandatory forum selection clause, it will usually be given effect unless it is unfair or unreasonable. [Citation.]" ( Richtek USA, Inc. v. uPI Semiconductor Corp. (2015) 242 Cal.App.4th 651 , 661, 195 Cal.Rptr.3d 430 .) "Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause. [Citations.]" ( Schlessinger , supra , 120 Cal.App.4th at p. 558 , 16 Cal.Rptr.3d 5 .) "It is well settled that parties may contract in advance to select the forum in which

2022(Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1494, fn. 1 (Lu).) “California favors contractual forum selection clauses so long as they are entered into freely and voluntarily, and 10 their enforcement would not be unreasonable.” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 .) “Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.” (Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 .) Thus, when a section 410.30 motion i

2022(Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1494, fn. 1 (Lu).) “California favors contractual forum selection clauses so long as they are entered into freely and voluntarily, and 10 their enforcement would not be unreasonable.” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 .) “Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.” (Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 .) Thus, when a section 410.30 motion i

2025(See Global Packaging, Inc. v. Superior Court (2011) 196 Cal.App.4th 1623, 1633 [“[a] forum selection clause, however, is presumed valid; the party opposing its enforcement bears the ‘substantial’ burden of proving why it should not be enforced”]; accord, Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 147 (Verdugo) [“[t]he party opposing enforcement of a forum selection clause ordinarily ‘bears the “substantial” burden of proving why it should not be enforced’”]; America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 9 [“Normally, the burden of proof is on the party challen

2019DISCUSSION A. The Doctrine of Forum Non Conveniens Forum non conveniens "is an equitable doctrine invoking the discretionary power of a court to decline to exercise the jurisdiction it has over a transitory cause of action when it believes that the action may be more appropriately and justly tried elsewhere." ( Stangvik v. Shiley Inc . (1991) 54 Cal.3d 744 , 751, 1 Cal.Rptr.2d 556 , 819 P.2d 14 ; see Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000 , 1005, fn. 2, 234 Cal.Rptr.3d 54 .) " 'Where a plaintiff brings suit in California, the potential applicability of a contractual forum selectio

2013(See, e.g., Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196-202 [Hamburg, Germany, forum]; CQL Original Products, Inc. v. National Hockey League Players’ Assn. (1995) 39 Cal.App.4th 1347, 1355-1356 [Ontario, Canada, forum].)” (Net2Phone, at pp. 587- 588; see Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 [“[b]oth California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause”].) When a forum selection clause has been “entered into freely and voluntar

2013(See, e.g., Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196-202 [Hamburg, Germany, forum]; CQL Original Products, Inc. v. National Hockey League Players’ Assn. (1995) 39 Cal.App.4th 1347, 1355-1356 [Ontario, Canada, forum].)‖ (Net2Phone, at pp. 587- 588; see Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 [―[b]oth California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause‖].) When a forum selection clause has been ―entered into freely and voluntar

2013However, in CQL Original Products, Inc. v. National Hockey League Players’ Assn. (1995) 39 Cal.App.4th 1347, 1354 , Division One of the Fourth District held that the trial court‘s order denying a motion to stay or dismiss based on a contractual forum selection clause should be reviewed for substantial evidence.

2013(See, e.g., Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196-202 [Hamburg, Germany, forum]; CQL Original Products, Inc. v. National Hockey League Players’ Assn. (1995) 39 Cal.App.4th 1347, 1355-1356 [Ontario, Canada, forum].)‖ (Net2Phone, at pp. 587- 588; see Schlessinger v. Holland America (2004) 120 Cal.App.4th 552, 558 [―[b]oth California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause‖].) When a forum selection clause has been ―entered into freely and voluntar

2022(Berclain America Latina, S.A. de C.V. v. Baan Company N.V. (1999) 74 Cal.App.4th 401, 405 ; Eastern Aviation Group, Inc. v. Airborne Express, Inc. (1992) 6 Cal.App.4th 1448, 1452 ; see § 1559 [intended third party beneficiary has standing to enforce contract].) While there are exceptions to this general principle—for example, a nonsignatory may be able to enforce a contractual forum selection clause against a signatory if the nonsignatory was “closely related” to the contractual relationship, that is, the nonsignatory shared a “defined and intertwining business relationship with a contracting

2011(See America Online, supra, 90 Cal.App.4th at p. 9 [“we are not persuaded that appellate review of a contract interpretation issue can be properly analogized to review of an unambiguous forum selection clause”; “given existing guidance on this question from our Supreme Court [in Smith Valentino, supra, 17 Cal.3d at p. 493 ], and the more consistent line of Court of Appeal decisions, which likewise apply the abuse of discretion standard, we disagree with Cal-State’s conclusion that the substantial evidence standard applies instead”]; Bancomer, S. A. v. Superior Court (1996) 44 Cal.App.4th 1450,

2025(Kreamer v. Earl (1891) 91 Cal. 112, 117 ; see City of Santa Barbara v. Superior Court (2007) 41 Cal.4th 747, 777, fn. 53 (City of Santa Barbara) [“It is well established that our courts, like those of other states, may, in appropriate circumstances, void contracts on the basis of public policy”]; see also Rest.2d Contracts, § 178, subd. (1) [“A promise or other term of an agreement is unenforceable on grounds of public policy if legislation provides that it is unenforceable or the interest in its enforcement is clearly outweighed in the circumstances by a public policy against the enforcement

2023(See Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 146-147 (Verdugo) [California courts will not give effect to a contractual forum selection clause, normally favored under California law, “ ‘if to do so would substantially diminish the rights of California residents in a way that violates our state’s public policy’ ”; citing cases]; Wimsatt v. Beverly Hills Weight etc. Internat., Inc. (1995) 32 Cal.App.4th 1511, 1522 (Wimsatt); Hall v. Superior Court (1983) 150 Cal.App.3d 411, 417-418 [choice of forum clause in private securities agreement unenforceable as violating public policy]

2019DISCUSSION A. The Doctrine of Forum Non Conveniens Forum non conveniens "is an equitable doctrine invoking the discretionary power of a court to decline to exercise the jurisdiction it has over a transitory cause of action when it believes that the action may be more appropriately and justly tried elsewhere." ( Stangvik v. Shiley Inc . (1991) 54 Cal.3d 744 , 751, 1 Cal.Rptr.2d 556 , 819 P.2d 14 ; see Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000 , 1005, fn. 2, 234 Cal.Rptr.3d 54 .) " 'Where a plaintiff brings suit in California, the potential applicability of a contractual forum selectio

2019DISCUSSION A. The Doctrine of Forum Non Conveniens Forum non conveniens "is an equitable doctrine invoking the discretionary power of a court to decline to exercise the jurisdiction it has over a transitory cause of action when it believes that the action may be more appropriately and justly tried elsewhere." ( Stangvik v. Shiley Inc . (1991) 54 Cal.3d 744 , 751, 1 Cal.Rptr.2d 556 , 819 P.2d 14 ; see Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000 , 1005, fn. 2, 234 Cal.Rptr.3d 54 .) " 'Where a plaintiff brings suit in California, the potential applicability of a contractual forum selectio

2026Stangvik dealt with a motion based on forum non conveniens, “an equitable doctrine invoking the discretionary power of a court to decline to exercise the jurisdiction it has over a transitory cause of action when it believes that the action may be more appropriately and justly tried elsewhere.” ( Stangvik, supra, 54 Cal.3d. at p. 751.) “In determining whether to grant a motion based on forum non conveniens, a court must first determine whether the alternate forum is a ‘suitable’ place for trial.” (Ibid.) The trial court correctly concluded that, since Grishin’s and Evenson’s motions were based

2019DISCUSSION A. The Doctrine of Forum Non Conveniens Forum non conveniens "is an equitable doctrine invoking the discretionary power of a court to decline to exercise the jurisdiction it has over a transitory cause of action when it believes that the action may be more appropriately and justly tried elsewhere." ( Stangvik v. Shiley Inc . (1991) 54 Cal.3d 744 , 751, 1 Cal.Rptr.2d 556 , 819 P.2d 14 ; see Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000 , 1005, fn. 2, 234 Cal.Rptr.3d 54 .) " 'Where a plaintiff brings suit in California, the potential applicability of a contractual forum selectio

2025To the extent he raises unconscionability on appeal, it appears to be in the context of the choice of law provision being unconscionable and not severable. 7 DISCUSSION A. The Burden of Proving the Forum Selection Clause Will Not Diminish Nonwaivable Rights Lies with Airstream as the Party Proposing the Alternative Forum Where the effect of enforcing a contractual forum selection clause “has the potential of stripping California consumers of their legal rights deemed by the Legislature to be nonwaivable” (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 11 (America Online), the

2023(See Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 146-147 (Verdugo) [California courts will not give effect to a contractual forum selection clause, normally favored under California law, “ ‘if to do so would substantially diminish the rights of California residents in a way that violates our state’s public policy’ ”; citing cases]; Wimsatt v. Beverly Hills Weight etc. Internat., Inc. (1995) 32 Cal.App.4th 1511, 1522 (Wimsatt); Hall v. Superior Court (1983) 150 Cal.App.3d 411, 417-418 [choice of forum clause in private securities agreement unenforceable as violating public policy]

2019Reasonableness "When a case involves a mandatory forum selection clause, it will usually be given effect unless it is unfair or unreasonable. [Citation.]" ( Richtek USA, Inc. v. uPI Semiconductor Corp. (2015) 242 Cal.App.4th 651 , 661, 195 Cal.Rptr.3d 430 .) "Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause. [Citations.]" ( Schlessinger , supra , 120 Cal.App.4th at p. 558 , 16 Cal.Rptr.3d 5 .) "It is well settled that parties may contract in advance to select the forum in which

2019Reasonableness “When a case involves a mandatory forum selection clause, it will usually be given effect unless it is unfair or unreasonable. [Citation.]” (Richtek USA, Inc. v. uPI Semiconductor Corp. (2015) 242 Cal.App.4th 651, 661 .) “Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause. [Citations.]” (Schlessinger, supra, 120 Cal.App.4th at p. 558 .) “It is well settled that parties may contract in advance to select the forum in which their disputes will be adjudicated. [Citatio

2018(See Airgas, Inc. v. Air Products & Chemicals, Inc. (Del. 2010) 8 A.3d 1182 , 1188 ( Airgas ) ["Corporate charters and bylaws are contracts among a corporation's shareholders"].) Where a plaintiff brings suit in California, the potential applicability of a contractual forum selection clause is raised by the defendant through a motion to dismiss on grounds of forum non conveniens. 2 ( *58 Berg, supra, 61 Cal.App.4th at p. 358 , 71 Cal.Rptr.2d 523 .) As the moving party here, NantKwest bore the initial burden.

2018(See Airgas, Inc. v. Air Products & Chemicals, Inc. (Del. 2010) 8 A.3d 1182, 1188 (Airgas) ["Corporate charters and bylaws are contracts among a corporation's shareholders"].) Where a plaintiff brings suit in California, the potential applicability of a contractual forum selection clause is raised by the defendant through a motion to dismiss on grounds of forum non conveniens.2 (Berg, supra, 61 Cal.App.4th at p. 358.) As the moving party here, NantKwest bore the initial burden.

2025As stated, “[t]he party seeking to enforce the choice-of-law provision bears the burden to establish a sufficient relationship to the state whose law the parties chose.” (Colaco, supra, 25 Cal.App.5th at p. 1188 ; see Washington Mutual, supra, 24 Cal.4th at p. 919 [A “‘“forum will apply its own rule of decision unless a party litigant timely invokes the law of a foreign state.