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Forum Selection Clauses

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A forum selection clause in defendant corporation's Delaware by-laws selecting the Delaware Chancery Court as the forum for any shareholder disputes was unenforceable in California state court because there is no right to a jury trial in Delaware Chancery Court so the forum selection clause operated as a pre-suit waiver of the constitutional right to a jury trial which cannot… Read More

When plaintiffs created their Coinbase accounts, they agreed to the “Coinbase User Agreement,” which contains an arbitration provision. They later opted into the Sweepstakes’ “Official Rules,” which include a forum selection clause providing that California courts have exclusive jurisdiction over any controversies regarding the sweepstakes.  This decision affirms the district court's determination that the arbitration agreement did not delegate to… Read More

Defendant, a Delaware corporation with headquarters in California, had a federal forum provision in its articles of incorporation which provided that any claims against it under the federal Securities Act of 1933 had to be brought in federal, not state, court.  This decision affirms an order dismissing without prejudice a Securities Act suit that one of the corporation's shareholders brought… Read More

As a Juul employee, Grove obtained stock options which he exercised to buy shares of Juul stock.  Grove sued Juul in California asserting a claim for the right to inspect Juul's books and records and also class and derivative claims against Juul's officers and directors.  The California court first stayed the inspection claim based on the forum selection clause in… Read More

This decision holds that Lab. Code 925 is enforceable in federal court.  A California employee who was  not represented by counsel when he signed an employment agreement may void clauses in the contract that choose another state as the forum or another state's law as applicable law.  Having done so, the employee may enforce the contract in federal court, cleansed… Read More

Lab Code 925 prohibits employment contracts from containing provisions requiring an employee to litigate or arbitrate a claim in another state if the claim arises in California or depriving the employee of the substantive protection of California law in a suit arising in California.  A provision that violates the section is voidable by the employee, after which the matter shall… Read More

Wells Fargo's ERISA plan contained a forum selection clause, choosing the District of Minnesota, where the plan was administered.  This decision holds sthat the forum selection clause is enforceable.  ERISA allows a plan beneficiary three venues for bringing suit.  29 U.S.C. § 1132.  Wells Fargo clause specified one of them.  If Congress had meant to bar forum selection clauses in… Read More

Under Labor Code 92(f), a forum selection clause in an employment contract is invalid and unenforceable if the contract was "“entered into, modified, or extended on or after January 1, 2017."  This decision holds that any modification of the employment contract after January 1, 2017 triggers the application of section 925, even if the modification did not affect the forum… Read More

A forum selection clause that applies to claims that "arising out of" a contract are limited to those relating to the interpretation and performance of the contract itself, whereas a clause that applies to claims "relating to" the contract encompasses disputes that reference the agreement or have some “logical or causal connection” to the agreement; here, the clause in the… Read More

Plaintiff’s shareholder derivative action against a corporation's executives and auditor in California was properly dismissed on forum non-conveniens grounds since corporation’s by-laws included a forum selection clause in favor of Delaware and auditor had consented to jurisdiction in Delaware. Read More