Will California enforce this out-of-state forum clause?
As a general matter yes: forum selection clauses are valid and may be given effect, in the court's discretion and in the absence of a showing that enforcement would be unreasonable (Smith, Valentino & Smith); and a forum selection clause is not unenforceable simply because the chosen forum does not afford the same right to trial by jury that California courts do (EpicentRx). EpicentRx reversed the Court of Appeal and remanded, and it declined to decide in the first instance the plaintiff's separate attack on the MANNER in which the clause was adopted (as part of a certificate of incorporation and bylaws), so that challenge is still live. Three statutes take specific contracts out of that rule (construction subcontracts, franchise agreements and California employees' contracts), and a fourth governs venue within the state. In a contract between a contractor and a subcontractor with principal offices in California for the construction of a public or private work of improvement in this state, a provision requiring any dispute to be litigated, arbitrated or otherwise determined OUTSIDE California, or precluding a party from obtaining a judgment or other resolution in this state, is void and unenforceable (Code Civ. Proc. § 410.42). A provision in a franchise agreement restricting venue to a forum outside this state is void as to any claim arising under or relating to a franchise agreement involving a franchise business operating within this state (Bus. & Prof. Code § 20040.5). Within California, in an action arising from an offer or provision of goods, services, loans or extensions of credit intended primarily for personal, family or household use, the proper county is where the buyer or lessee signed, resided when the contract was made, or resides at commencement, and a provision waiving that subdivision is void and unenforceable (§ 395(b)-(c)): a rule allocating among California counties, not one that defeats an out-of-state forum clause. And an employee who primarily resides and works in California may void a clause, required as a condition of employment, that either requires adjudication of a California claim elsewhere, in litigation or arbitration, or deprives the employee of the substantive protection of California law (Lab. Code § 925); by subsection (f) the section applies to a contract entered into, modified, or extended on or after January 1, 2017.
The trap
The order of operations is what catches drafters: the general rule is enforcement, so the fight is about which carve-out applies, and the carve-outs key off the counterparty. A California subcontractor on a California work of improvement cannot be sent out of state by the subcontract (§ 410.42, which reaches arbitration seats as well as courts); in a consumer action within § 395(b) a provision waiving the county-venue rule is void (§ 395(c)); and an employee who primarily resides and works in California gets a personal option to void under § 925 unless in fact individually represented by legal counsel in negotiating that venue, forum or choice-of-law term. The other way round: the loss of a jury trial in the chosen forum does not, itself, defeat the clause (EpicentRx).
13 authorities
- case17 Cal. 3d 491Smith, Valentino & Smith, Inc. v. Superior CourtCal.decided 1976read it at the source ↗
The words that state the rule
For the foregoing reasons, we conclude that 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.
- caseNo. S282521 (Cal. July 21, 2025)EpicentRx, Inc. v. Super. Ct.Cal.decided 2025
The words that state the rule
A forum selection clause is not unenforceable simply because it requires the parties to litigate in a jurisdiction that does not afford civil litigants the same right to trial by jury as litigants in California courts enjoy.
- statuteCal. Civ. Proc. Code § 410.42enactment date not established
The words that state the rule
(a) The following provisions of a contract between the contractor and a subcontractor with principal offices in this state, for the construction of a public or private work of improvement in this state, shall be void and unenforceable: (1) A provision which purports to require any dispute between the parties to be litigated, arbitrated, or otherwise determined outside this state. (2) A provision which purports to preclude a party from commencing such a proceeding or obtaining a judgment or other resolution in this state or the courts of this state. (b) For purposes of this section, “construction” means any work or services performed on, or materials provided for, a work of improvement, as defined in Section 8050 of the Civil Code, and for which a lien may be claimed pursuant to Section 8400 of the Civil Code (whether or not a lien is in fact claimed) or for which such a lien could be claimed but for Section 8160 of the Civil Code.
- statuteCal. Civ. Proc. Code § 395enactment date not established
The words that state the rule
(b) Subject to the power of the court to transfer actions or proceedings as provided in this title, in an action arising from an offer or provision of goods, services, loans or extensions of credit intended primarily for personal, family or household use, other than an obligation described in Section 1812.10 or Section 2984.4 of the Civil Code, or an action arising from a transaction consummated as a proximate result of either an unsolicited telephone call made by a seller engaged in the business of consummating transactions of that kind or a telephone call or electronic transmission made by the buyer or lessee in response to a solicitation by the seller, the superior court in the county where the buyer or lessee in fact signed the contract, where the buyer or lessee resided at the time the contract was entered into, or where the buyer or lessee resides at the commencement of the action is the proper court for the trial of the action. In the superior court designated in this subdivision as the proper court, the proper court location for trial of a case is the location where the court tries that type of case that is nearest or most accessible to where the buyer or lessee resides, where the buyer or lessee in fact signed the contract, where the buyer or lessee resided at the time the contract was entered into, or where the buyer or lessee resides at the commencement of the action. Otherwise, any location of the superior court designated as the proper court in this subdivision is a proper court location for the trial. The court may specify by local rule the nearest or most accessible court location where the court tries that type of case. (c) Any provision of an obligation described in subdivision (b) waiving that subdivision is void and unenforceable.
- statuteCal. Lab. Code § 925enactment date not established
The words that state the rule
(a) An employer shall not require an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that would do either of the following: (1) Require the employee to adjudicate outside of California a claim arising in California. (2) Deprive the employee of the substantive protection of California law with respect to a controversy arising in California. (b) Any provision of a contract that violates subdivision (a) is voidable by the employee, and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in California and California law shall govern the dispute. (c) In addition to injunctive relief and any other remedies available, a court may award an employee who is enforcing his or her rights under this section reasonable attorney’s fees. (d) For purposes of this section, adjudication includes litigation and arbitration. (e) This section shall not apply to a contract with an employee who is in fact individually represented by legal counsel in negotiating the terms of an agreement to designate either the venue or forum in which a controversy arising from the employment contract may be adjudicated or the choice of law to be applied. (f) This section shall apply to a contract entered into, modified, or extended on or after January 1, 2017.
- case17 Cal. 3d 491Smith, Valentino & Smith, Inc. v. Superior CourtCal.decided 1976read it at the source ↗
The words that state the rule
We turn to the question whether Smith has carried its burden of establishing that enforcement of the present clause would be unreasonable.
- case17 Cal. 3d 491Smith, Valentino & Smith, Inc. v. Superior CourtCal.decided 1976read it at the source ↗
The words that state the rule
As stated in Central Contracting Co. v. C E. Youngdahl & Co., supra, 209 A.2d 810, 816 , “Mere inconvenience or additional expense is not the test of unreasonableness since it may be assumed that the plaintiff received under the contract consideration for these things.”
- case17 Cal. 3d 491Smith, Valentino & Smith, Inc. v. Superior CourtCal.decided 1976read it at the source ↗
The words that state the rule
These counts (unfair competition and intentional interference with advantageous business relationships) arose directly out of Smith’s contractual relationship with Assurance and reasonably may be interpreted as falling within the clause which provides for a Pennsylvania forum to litigate “Any actions or proceedings instituted by . . . [Smith] under this Agreement with respect to any matters arising under or growing out of this agreement, ...” (Italics added.) The alternative writ heretofore issued is discharged and the peremptory writ denied.
- caseNo. S282521 (Cal. July 21, 2025)EpicentRx, Inc. v. Super. Ct.Cal.decided 2025
The words that state the rule
But the impact on a party’s jury trial right does not, itself, provide grounds to decline to enforce a forum selection clause.
- caseNo. S282521 (Cal. July 21, 2025)EpicentRx, Inc. v. Super. Ct.Cal.decided 2025
The words that state the rule
Nonetheless, public policy is not the only ground on which a forum selection clause may be avoided, and we do not foreclose the possibility that the extent of a civil jury trial right in the 2 EPICENTRX, INC. v. SUPERIOR COURT Opinion of the Court by Guerrero, C. J. selected forum may otherwise be relevant to the enforceability of a forum selection clause.
- caseNo. S282521 (Cal. July 21, 2025)EpicentRx, Inc. v. Super. Ct.Cal.decided 2025
The words that state the rule
III. DISPOSITION We reverse the judgment of the Court of Appeal and remand for further proceedings.
- statuteCal. Civ. Proc. Code § 395enactment date not established
The words that state the rule
Subject to subdivision (b), if a defendant has contracted to perform an obligation in a particular county, the superior court in the county where the obligation is to be performed, where the contract in fact was entered into, or where the defendant or any defendant resides at the commencement of the action is a proper court for the trial of an action founded on that obligation, and the county where the obligation is incurred is the county where it is to be performed, unless there is a special contract in writing to the contrary.
- statuteCal. Bus. & Prof. Code § 20040.5enactment date not established
The words that state the rule
A provision in a franchise agreement restricting venue to a forum outside this state is void with respect to any claim arising under or relating to a franchise agreement involving a franchise business operating within this state.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.