forum selection clause in California

2026APPLICABLE LAW “No satisfying reason of public policy has been suggested why enforcement should be denied a forum selection clause appearing in a contract entered into freely and voluntarily by parties who have negotiated at arm’s length.” (Smith, Valentino & Smith, Inc. v. Superior Court (Smith) 6 (1976) 17 Cal.3d 491 , 495–496.) “While still a matter of trial court discretion under the doctrine of forum non conveniens, ‘forum selection clauses are valid and may be given effect, in the court’s discretion and in the absence of a showing that enforcement of such a clause would be unreasonable.’

2026APPLICABLE LAW “No satisfying reason of public policy has been suggested why enforcement should be denied a forum selection clause appearing in a contract entered into freely and voluntarily by parties who have negotiated at arm’s length.” (Smith, Valentino & Smith, Inc. v. Superior Court (Smith) 6 (1976) 17 Cal.3d 491 , 495–496.) “While still a matter of trial court discretion under the doctrine of forum non conveniens, ‘forum selection clauses are valid and may be given effect, in the court’s discretion and in the absence of a showing that enforcement of such a clause would be unreasonable.’

2025(America Online, supra, 90 Cal.App.4th at p. 5 .) The plaintiff’s agreement with the provider contained a forum selection clause and choice of law clause in favor of Virginia.

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

2026(Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 147 (Verdugo).) That burden flips, however, if the party opposing a forum selection clause can make an initial showing that the clause’s enforcement would violate public policy.

2026(See EpicentRx, Inc. v. Superior Court (2025) 18 Cal.5th 58 , 81–82 (EpicentRX); Verdugo, supra, 237 Cal.App.4th at p. 147 .) Once the opposing party makes that initial showing, the burden shifts to “the party seeking to enforce the forum selection clause . . . to show litigating the claims in the contractually designated forum ‘will not diminish in any way the substantive rights afforded . . . under California law.’ ” (Verdugo, at p. 147.) We review an order enforcing a forum selection clause for abuse of discretion.

2023To apply the general factors in this context would in essence be rewriting the bargain struck between the parties, which might not have been consummated in the absence of the forum-selection clause.” (Cal-State, supra, 12 Cal.App.4th at p. 1683 .)11 To be sure, a court may decline to enforce even a mandatory forum-selection clause if it concludes the chosen forum is unfair or unreasonable under the circumstances of the case.

2023(Cal-State Business Products, supra, 12 Cal.App.4th at p. 1679 .) 8 whether a reasonable trier of fact could have found for the respondent based on the whole record.’ ” (Ibid.) When no conflicting evidence has been presented, the interpretation of a forum selection clause is a legal question we review de novo.

2025California courts have held that “a forum selection clause will not be enforced if to do so would bring about a result contrary to the public policy of this state.” (Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 200 (Intershop); cf. Nedlloyd Lines B.V. v. Superior Court (1992) 3 Cal.4th 459, 466 [considering, in the analogous context of choice of law clauses, whether enforcing such a clause would be “contrary to this state’s fundamental policy”].) In The Bremen, the United States Supreme Court likewise emphasized that a court may decline to enforce a forum selection

2024As the court explained in Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196 (Intershop), “An appellate court is not bound by the trial court’s construction of a contract when, as here, the interpretation is based solely upon the terms of the written instrument without any assessment of conflicting extrinsic evidence.” (See also Bushansky v. Soon- Shiong (2018) 23 Cal.App.5th 1000, 1006 (Bushansky) [interpretation of a forum selection clause is a legal question subject to de novo review]; accord, Animal Film, LLC v. D.E.J.

2026Loskot contends the trial court erred by finding Grishin is a person “closely related to the contractual relationship,” who may enforce the forum selection clause as discussed in Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1494 (Lu).

2026(See Lu, supra, 11 Cal.App.4th at p. 1494 .) (We need not resolve the question of whether Grishin is or was a third party beneficiary in order to conclude he is legally able to enforce the forum selection clause against Loskot.) 10 IV.

2026Claims that the previously chosen forum is unfair or inconvenient are generally rejected. [Citation.]” (Berg v. MTC Electronics Technologies Co. (1998) 61 Cal.App.4th 349, 358 .) “‘[E]nforcement is considered unreasonable where “the forum selected would be unavailable or unable to accomplish substantial justice” or there is no “rational basis” for the selected forum. [Citation.]’” (Korman v. Princess Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 216 (Korman).) “A consumer’s rights under the Song-Beverly Act are unwaivable.” (Lathrop v. Thor Motor Coach, Inc. (2024) 105 Cal.App.5th 808 , 816, r

2025A clause is mandatory if it requires the parties to litigate their disputes exclusively in the designated forum, and it is permissive if it merely requires the parties to submit to jurisdiction in the designated forum.” (Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 147, fn. 2 ; see Berg v. MTC 8 was irrelevant because Debreu was a party “to the Amended and Restated Limited Liability Company Agreement of TCW Owners LLC dated December 1, 2017 [i.e., the 2017 LLC Agreement] . . . , which contains a forum selection clause exclusively designating the Delaware Court of Chancery as the v

2026(See CQL Original Products, Inc. v. National Hockey League Players’ Assn. (1995) 39 Cal.App.4th 1347, 1358 ; see Ricoh, at pp. 1672, fn. 4, 1677 [using “ ‘shall’ ”].) Because the forum selection clause contains expressly mandatory language, we readily conclude the trial court correctly determined it was a mandatory forum selection clause.

2023Indeed, the four cases Amyris does cite— Ryze, supra, 33 Cal.App.5th at p. 1072 ; Olinick, supra, 138 Cal.App.4th at p. 1305 ; Intershop, supra, 104 Cal.App.4th at p. 202 ; and CQL, supra, 39 Cal.App.4th at p. 1357—all enforced the forum selection clause at issue.

2025California courts have held that “a forum selection clause will not be enforced if to do so would bring about a result contrary to the public policy of this state.” (Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 200 (Intershop); cf. Nedlloyd Lines B.V. v. Superior Court (1992) 3 Cal.4th 459, 466 [considering, in the analogous context of choice of law clauses, whether enforcing such a clause would be “contrary to this state’s fundamental policy”].) In The Bremen, the United States Supreme Court likewise emphasized that a court may decline to enforce a forum selection

2024The persuasive value of these cases, however, is limited: Opposing a motion to transfer based on a forum selection clause is generally more difficult in federal court, where “the plaintiff bears the burden of showing why transfer to the bargained forum is unwarranted.” (Scott v. Airstream, Inc., supra, ___ F.Supp.3d at p. ___ [ 2024 WL 1122439 , p. 2]; see Frisby v. Thor Motor Coach, Inc. (C.D.Cal., Jan. 24, 2023, No. CV- 22-2047-MWF (SHKx)) 2023 WL 1420434 , p. 4 [“Plaintiff has not met his burden in demonstrating that the forum-selection clause is unenforceable based on the public policy fac

2025(Cf. Furda v. Superior Court (1984) 161 Cal.App.3d 418, 428 (conc. opn. of Crosby, J.) [observing, in a similar context, “if garden variety fraud were sufficient of itself to defeat a forum selection clause, the rule of [Smith] would be quickly swallowed by that exception”].) California public policy does not require such a result.

2023“Later, in Furda v. Superior Court (1984) 161 Cal.App.3d 418 (Furda), the court began its analysis of the lower court’s ruling denying the 10 defendant’s motion to stay or dismiss based on forum non conveniens with the following statement: ‘We next consider whether the superior court abused its discretion in denying Furda’s motion to stay or dismiss the real parties’ action on the ground of forum non conveniens and the forum selection clause.’ (Id. at p. 424.) Citing Furda, this division similarly began our uncharacteristically laconic opinion in Lu v. Dryclean-U.S.A. of California, Inc. (1992

2026(Korman v. Princess 11 Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 213 ; see also EpicentRx, supra, 18 Cal.5th at p. 73 [enforcement of a forum selection clause is “ ‘in the court’s discretion’ ”].) Under that standard, “[t]he trial court’s findings of fact are reviewed for substantial evidence, its conclusions of law are reviewed de novo, and its application of the law to the facts is reversible only if arbitrary and capricious.” (Haraguchi v. Superior Court (2008) 43 Cal.4th 706 , 711–712, fns. omitted.) B.

2026Claims that the previously chosen forum is unfair or inconvenient are generally rejected. [Citation.]” (Berg v. MTC Electronics Technologies Co. (1998) 61 Cal.App.4th 349, 358 .) “‘[E]nforcement is considered unreasonable where “the forum selected would be unavailable or unable to accomplish substantial justice” or there is no “rational basis” for the selected forum. [Citation.]’” (Korman v. Princess Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 216 (Korman).) “A consumer’s rights under the Song-Beverly Act are unwaivable.” (Lathrop v. Thor Motor Coach, Inc. (2024) 105 Cal.App.5th 808 , 816, r

2026Productions, Inc. (2011) 193 Cal.App.4th 466, 471 (Animal Film); see also EpicentRx, Inc. v. Superior Court (2025) 18 Cal.5th 58 , 73 (EpicentRx) [recognizing the trial court’s discretion].) However, “[i]n a contract dispute in which the parties’ agreement contains a forum selection clause, a threshold issue . . . is whether the forum selection clause is mandatory or permissive.” (Animal Film, at p. 471; see also EpicentRx, at p. 67 2 Undesignated statutory references are to the Code of Civil Procedure. 5 [“Forum selection clauses serve vital commercial purposes and should generally be enforce

2026A. Standard of Review Like other questions of contractual interpretation, where “no conflicting extrinsic evidence has been presented, the interpretation of a forum selection clause is a legal question that we review de novo.” (Animal Film, supra, 193 Cal.App.4th at p. 471 ; see also Palmer v. Truck Ins.

2019This forum selection clause has been upheld by [ Carnival Cruise Lines, Inc. v. Shute (1991) 499 U.S. 585 , 111 S.Ct. 1522 , 113 L.Ed.2d 622 ( Shute ) ]." Appellant therefore conceded he had notice of the *678 forum selection clause and that such a clause had been upheld by the United States Supreme Court.

2019This forum selection clause has been upheld by [ Carnival Cruise Lines, Inc. v. Shute (1991) 499 U.S. 585 , 111 S.Ct. 1522 , 113 L.Ed.2d 622 ( Shute ) ]." Appellant therefore conceded he had notice of the *678 forum selection clause and that such a clause had been upheld by the United States Supreme Court.

2026APPLICABLE LAW “No satisfying reason of public policy has been suggested why enforcement should be denied a forum selection clause appearing in a contract entered into freely and voluntarily by parties who have negotiated at arm’s length.” (Smith, Valentino & Smith, Inc. v. Superior Court (Smith) 6 (1976) 17 Cal.3d 491 , 495–496.) “While still a matter of trial court discretion under the doctrine of forum non conveniens, ‘forum selection clauses are valid and may be given effect, in the court’s discretion and in the absence of a showing that enforcement of such a clause would be unreasonable.’

2026GRISHIN MAY ENFORCE THE FORUM SELECTION CLAUSE EVEN THOUGH HE IS NOT A SIGNATORY TO THE OPERATING AGREEMENT Because Grishin did not sign the operating agreement, Loskot argues Grishin lacks standing to enforce the forum selection clause, relying on Bancomer, supra, 44 Cal.App.4th at pages 1458–1461, and Bugna v. Fike (2000) 80 Cal.App.4th 229, 233 (Bugna).

2024As the court explained in Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196 (Intershop), “An appellate court is not bound by the trial court’s construction of a contract when, as here, the interpretation is based solely upon the terms of the written instrument without any assessment of conflicting extrinsic evidence.” (See also Bushansky v. Soon- Shiong (2018) 23 Cal.App.5th 1000, 1006 (Bushansky) [interpretation of a forum selection clause is a legal question subject to de novo review]; accord, Animal Film, LLC v. D.E.J.

2021The procedure for enforcing a forum selection clause is a special type of motion to stay or dismiss for forum non conveniens pursuant to section 410.30 or 418.10. (§§ 410.30, subd. (a), 418.10, subd. (a)(2); Bushansky v. Soon-Shiong (2018) 23 Cal.App.5th 1000, 1005 ; Olinick, supra, 138 Cal.App.4th at p. 1294 ; Berg v. MTC Electronic Technologies Co. (1998) 61 Cal.App.4th 349, 358 (Berg).) In circumstances like this one involving a mandatory forum selection clause, the factors relevant to a traditional forum non conveniens analysis do not control.

2025(Wimsatt, supra, 32 Cal.App.4th at p. 1513 .) The FIL contains an antiwaiver provision voiding any contractual term purporting to require a franchisee to “waive compliance with any provision of this law or any rule or order hereunder.” (Corp. Code, § 31512.) Wimsatt explained that a forum selection clause (in favor of Virginia) “carrie[d] the potential to contravene this statute by placing litigation in a forum in which there is no guaranty that California’s franchise laws will be applied to a franchisee’s claims.” (Wimsatt, at p. 1520.) The court reasoned that, in light of the Legislature’s “

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

2025The case it cites, Trident Labs, Inc. v. Merrill Lynch Commercial Finance Corp. (2011) 200 Cal.App.4th 147 (Trident), involved a forum selection clause that gave the lender the “‘sole discretion’” to enforce the subject loan agreement in Illinois or a different state.

2023Such circumstances make enforcement of the forum selection clause unreasonable as a matter of law.” (Trident, supra, 200 Cal.App.4th at p. 157 .) Such gamesmanship is not apparent here.

2025The appellate court commented that, consistent with the trial court’s approach here, “a determination as to the validity of the choice of law provision is prerequisite to a determination of whether the forum selection clause should be enforced.” ( Hall, supra, at p. 416 .) The holding in Hall does not address the issue of severance, nor does it appear from the opinion that any party even raised the issue.

2025(See Hall, supra, 150 Cal.App.3d at pp. 418–419). 27 At least two cases—Verdugo and Wimsatt—describe the unwaivable rights the proponent of a forum selection clause must prove will be protected as “ ‘substantive.’ ” (See Verdugo, supra, at pp. 147–148 [the party seeking to enforce the forum selection clause bears the burden to show litigating the claims in the contractually-designated forum “will not diminish in any way the substantive rights afforded . . . under California law,’ ” italics added], quoting Wimsatt, supra, 32 Cal.App.4th at p. 1520 .) And Ohio law at the time also suggested that

2021In any event, the California Supreme Court has held that “ ‘[m]ere inconvenience or additional expense is not the test of unreasonableness [for a mandatory forum selection clause].’ ” (Smith, supra, 17 Cal.3d at p. 496 ; accord Net2Phone, supra, 109 Cal.App.4th at p. 588 [noting that California courts routinely enforce forum selection clauses even where the chosen forum is far from the plaintiff’s residence]; America Online, supra, 90 Cal.App.4th at p. 19 [“the additional cost or inconvenience necessitated by litigation in the selected forum is not part of the calculus when considering whether

2021In any event, the California Supreme Court has held that “ ‘[m]ere inconvenience or additional expense is not the test of unreasonableness [for a mandatory forum selection clause].’ ” (Smith, supra, 17 Cal.3d at p. 496 ; accord Net2Phone, supra, 109 Cal.App.4th at p. 588 [noting that California courts routinely enforce forum selection clauses even where the chosen forum is far from the plaintiff’s residence]; America Online, supra, 90 Cal.App.4th at p. 19 [“the additional cost or inconvenience necessitated by litigation in the selected forum is not part of the calculus when considering whether

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

2023Relying on Global Packaging, Inc. v. Superior Court (2011) 196 Cal.App.4th 1623 (Global Packaging), he contends that “the mere signing of a forum-selection clause does not itself amount to a consent to personal jurisdiction; to comport with the Due Process Clause, agreement to submit to personal jurisdiction must be express and unambiguous.” We do not read Global Packaging so broadly, and remain guided, as we must, by the principles laid out in our Supreme Court in Rockefeller.

2025They relied in part on Drulias v. 1st Century Bancshares, Inc. (2018) 30 Cal.App.5th 696 , 707–710, which considered the enforceability of a forum selection clause under similar circumstances.

2024(Drulias, supra, 30 Cal.App.5th at p. 704 [noting split]; see also Smith, Valentino & Smith, Inc. v. Superior Court (1976) 17 Cal.3d 491, 493 [concluding the “trial court acted within its discretion” in enforcing a forum selection clause].) Consistent with the Supreme Court’s 3 suggestion in Smith as to the proper standard, we will review the trial court’s decision here for abuse of discretion.

2025It also noted, “To the extent there is any doubt that the Indiana Court would . . . apply California law” based on the stipulation, that doubt was assuaged by the fact that Forest River sought to stay the action 4 “The procedure for enforcing a forum selection clause is a motion [pursuant to Code of Civil Procedure section 410.30] to stay or dismiss for forum non conveniens.” (Olinick v. BMG Entertainment (2006) 138 Cal.App.4th 1286, 1294 .) 5 rather than dismiss it, and if the Indiana court failed to apply California law, “this Court can lift the stay and this action may proceed here.” The tr

2024Proc., § 904.1, subd. (a)(3); Olinick v. BMG Entertainment (2006) 138 Cal.App.4th 1286, 1293, fn. 6 .) 7 Inc. v. Superior Court (2023) 95 Cal.App.5th 890 , 899 (EpicentRx), review granted Dec. 13, 2023, S282521; see Verdugo, at p. 147.) “Nonetheless, ‘California courts will refuse to defer to the selected forum if to do so would substantially diminish the rights of California residents in a way that violates our state’s public policy.’” (Verdugo, supra, 237 Cal.App.4th at p. 147 ; see EpicentRx, supra, 95 Cal.App.5th at p. 899, review granted.) “The party opposing enforcement of a forum select

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

2019Permissive or Mandatory "A passage contract on a cruise ship is a maritime contract, and its interpretation is governed exclusively by maritime or admiralty law. [Citations.] The validity of a passage contract provision is to be interpreted by the general maritime law of the United States, not state law. [Citation.] State courts, however, have concurrent jurisdiction with federal courts to entertain actions governed by maritime law. [Citations.]" ( Hayman v. Sitmar Cruises, Inc. (1993) 14 Cal.App.4th 1499 , 1504, 18 Cal.Rptr.2d 412 ; see also Schlessinger v. Holland America (2004) 120 Cal.App.

2018In Lifeco Services Corp. v. Superior Court (1990) 222 Cal.App.3d 331 , 334, 271 Cal.Rptr. 385 ( Lifeco ), this court applied the substantial evidence standard of review to the trial court's finding that enforcement of a forum selection clause would be unreasonable.

2018In Lifeco Services Corp. v. Superior Court (1990) 222 Cal.App.3d 331 , 334, 271 Cal.Rptr. 385 ( Lifeco ), this court applied the substantial evidence standard of review to the trial court's finding that enforcement of a forum selection clause would be unreasonable.

2023Proc., §§ 410.30 and 418.10].) “There is a split of authority regarding the appropriate standard of review on whether a forum selection clause should be enforced through a motion to dismiss for forum non conveniens.” (Quanta Computer Inc. v. Japan Communications Inc. (2018) 21 Cal.App.5th 438, 446 .) “The majority of cases apply the abuse of discretion standard, not the substantial evidence standard.” (Korman v. Princess Cruise Lines, Ltd. (2019) 2All further statutory references are to the Code of Civil Procedure unless otherwise indicated. 4 32 Cal.App.5th 206, 214, fn. 6 (Korman).) We need

2023(Grove, supra, 77 Cal.App.5th at p. 1090; Quanta Computer Inc. v. Japan Communications Inc. (2018) 21 Cal.App.5th 438, 446 .) Under this standard, reversal is unwarranted unless “ ‘the ruling made “ ‘exceed[s] the bounds of reason,’ ” all circumstances before [the court] being considered.’ ” (Quanta Computer, at p. 447.) Here, however, the only issue we need resolve is the scope of the forum-selection clause, a question of contract interpretation that we review de novo.

2026GRISHIN IS NOT REQUIRED TO SHOW THAT FLORIDA IS A SUITABLE FORUM Citing Stangvik v. Shiley Inc. (1991) 54 Cal.3d 744, 751 (Stangvik), Loskot argues the trial court erred by concluding Grishin did not need to show Florida was a suitable forum to enforce the forum selection clause.

2023Productions, Inc. (2011) 193 Cal.App.4th 466, 473 .) The motion is addressed to the trial court’s discretion and the court retains a “ ‘flexible power’ to consider and weigh all the factors.” (Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 198 (Intershop).) The moving party bears the burden of proof. ( Stangvik, supra, at p. 751 .) A motion based on a forum selection clause, however, is a special type of forum non conveniens motion.

2024(See Vita Planning & Landscape Architecture, Inc. v. HKS Architects, Inc. (2015) 240 Cal.App.4th 763, 764 [it is for the trier of fact to determine whether the contract did in fact exist where “ ‘ “ ‘the evidence is conflicting or admits of more than one inference’ ” ’ ”].) 6 (2003) 114 Cal.App.4th 723, 727 .) A forum selection clause, by contrast, reflects the parties’ choice of a court from among different states or a place of jurisdiction.

2020(See In re Custody of A.C., supra, 165 Wn.2d at p. 574 [UCCJEA “arose out of a conference of states”]; cf. Alexander v. Superior Court (2003) 114 Cal.App.4th 723, 727 [“a forum selection clause usually chooses a court from among different states or nations”].) Because it is a mandatory rule, a court errs when it does not satisfy the requirements of the UCCJEA, and a preserved error can lead to reversal.

2025No existing rule of contract law permits a party to resuscitate a legally defective contract merely by offering to change it.” ’ ” (Id. at p. 459, quoting Armendariz, supra, 24 Cal.4th at p. 125 [holding that what the employer was “willing” to do “now that the employment relationship has ended” did “not change the fact that the arbitration agreement as written is unconscionable and contrary to public policy”].) As in Lathrop, the Hardy court concluded that Forest River’s post- dispute stipulation was “effectively a request to sever the choice of law provision from the agreement . . . and enfor

2025No existing rule of contract law permits a party to resuscitate a legally defective contract merely by offering to change it.” ’ ” (Id. at p. 459, quoting Armendariz, supra, 24 Cal.4th at p. 125 [holding that what the employer was “willing” to do “now that the employment relationship has ended” did “not change the fact that the arbitration agreement as written is unconscionable and contrary to public policy”].) As in Lathrop, the Hardy court concluded that Forest River’s post- dispute stipulation was “effectively a request to sever the choice of law provision from the agreement . . . and enfor

2025California courts have held that “a forum selection clause will not be enforced if to do so would bring about a result contrary to the public policy of this state.” (Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 200 (Intershop); cf. Nedlloyd Lines B.V. v. Superior Court (1992) 3 Cal.4th 459, 466 [considering, in the analogous context of choice of law clauses, whether enforcing such a clause would be “contrary to this state’s fundamental policy”].) In The Bremen, the United States Supreme Court likewise emphasized that a court may decline to enforce a forum selection

2023If, however, there is a fundamental conflict with California law, the court must then determine whether California has a ‘materially greater interest than the chosen state in the determination of the particular issue ….’ [Citation.] If California has a materially greater interest than the chosen state, the choice of law shall not be enforced, for the obvious reason that in such circumstance we will decline to enforce a law contrary to this state’s fundamental policy.” (Nedlloyd, supra, 3 Cal.4th at p. 466 , fns. omitted.)9 We asked the parties to provide supplemental briefing on the question o