Smith, Valentino & Smith, Inc. v. Superior Court

• Court: United States State Supreme Court (California)
• Writing for the Court: RICHARDSON; WRIGHT; MOSK
• Citation: 131 Cal.Rptr. 374,551 P.2d 1206,17 Cal.3d 491
• Parties: , 551 P.2d 1206 SMITH, VALENTINO & SMITH, INC., Petitioner, v. The SUPERIOR COURT OF LOS ANGELES COUNTY, Respondent; LIFE ASSURANCE COMPANY OF PENNSYLVANIA, Real Party in Interest. L.A. 30559.
• Decision Date: 12 July 1976

Page 374

131 Cal.Rptr. 374 17 Cal.3d 491, 551 P.2d 1206 SMITH, VALENTINO & SMITH, INC., Petitioner,
v.
The SUPERIOR COURT OF LOS ANGELES COUNTY, Respondent;
LIFE ASSURANCE COMPANY OF PENNSYLVANIA, Real Party in Interest. L.A. 30559. Supreme Court of California,
In Bank. July 12, 1976.

[17 Cal.3d 493]

Page 375

[551 P.2d 1207] Kirsch, Arak & Bulmash and Jay S. Bulmash, Beverly Hills, for petitioner.

No appearance for respondent.

DeMarco, Barger, Beral & Pierno and Kent Keller, Los Angeles, for real party in interest.

RICHARDSON, Justice.

In this mandate action we consider the extent to which California courts in breach of contract actions may give effect to a contractual forum selection clause providing for trial of the action in another state. Relying on such a clause, the trial court herein found that the Pennsylvania forum specified in the contract was the proper forum for trial of the present action, and consequently issued an order staying proceeding in this state. We conclude that the trial court acted within its discretion in doing so.

Petitioner Smith, Valentino & Smith, Inc. (Smith) is a California corporation. Real party in interest Life Assurance Company of Pennsylvania (Assurance) is a Pennsylvania corporation doing business in California. In March 1973, the two corporations entered into a contract by which Smith was appointed the 'managing general agent' to [17 Cal.3d 494] represent Assurance in soliciting[551 P.2d 1208]

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group insurance policies in California and other western states. The contract included a reciprocal forum selection clause whereunder Smith agreed to bring all actions arising out of the agency agreement only in Philadelphia, and Assurance in turn agreed to bring all such actions only in Los Angeles.

Despite the provisions of this clause, in November 1974 Smith filed in the Los Angeles Superior Court a 'Complaint for Breach of Contract, For Intentional Interference With Advantageous Business Relationships, and for Unfair Competition' against Assurance. Assurance moved for dismissal on the basis of the forum selection clause and Code of Civil Procedure section 410.30, subdivision (a), which provides: 'When a court upon motion of a party or its own motion finds that in the interest of substantial justice an action should be heard in a forum outside this state, the court shall stay or dismiss the action in whole or in part on any conditions that may be just.' Smith opposed this motion on the basis that Smith's intended witnesses were all residents of California and that Smith was financially unable to bear the extra cost incident to the prosecution of the action in Philadelphia.

The trial court denied Assurance's motion to dismiss but stayed all proceedings until further order, finding that the proper forum for trial under the terms of the agreement was Philadelphia. Smith seeks a peremptory writ of mandate commanding the court to vacate its stay order and to permit the action to proceed, contending that the forum selection clause is either void per se or unenforceable on the facts of this case. We disagree.

Preliminarily we note that the clause in question, in addition to designating the proper forum for litigation, also provides that Pennsylvania law is to govern disputes concerning the contract. Such choice of law provisions are usually respected by California courts. (Windsor Mills, Inc. v. Collins & Aikman Corp. (1972) 25 Cal.App.3d 987, 995, fn. 6, 101 Cal.Rptr. 347, hg. den.; see Rest.2d Conflict of Laws, § 187.) Assuming that Pennsylvania law applies, we observe that the courts of that state have held that forum selection clauses will be given effect unless the party assailing the clause establishes that its enforcement would be unreasonable, i.e., that the forum selected would be unavailable or unable to accomplish substantial justice. (Central Contracting Co. v. C. E. Youngdahl & Co. (1965) 418 Pa. 122, 209 A.2d 810.) As we develop below, the Pennsylvania rule appears to represent the modern trend on the subject.

[17 Cal.3d 495] Nonetheless, Smith contends that the subject clause is void and unenforceable as violative of California's declared public policy. In support, Smith cites General Acceptance Corp. v. Robinson (1929) 207 Cal. 285, 289, 277 P. 1039; Beirut Universal Bank v. Superior Court (1969) 268 Cal.App.2d 832, 843, 74 Cal.Rptr. 333, and General Motors Accept. Corp. v. Codiga (1923) 62 Cal.App. 117, 216 P. 383. These cases do recite the general rule that the parties may not, by private agreement, 'oust' the jurisdiction of the courts by preventing a court from hearing a cause otherwise within its jurisdiction. In the General Acceptance case, for example, the parties had attempted to specify the county in which contract disputes would be tried. We held the contractual provision void since it would contravene general statutory provisions which designate the proper counties in which actions may be tried. Forum selection clauses, in contrast, violate no such carefully conceived statutory patterns.

The assertion that forum selection clauses are void per se as constituting attempts to oust the courts of their jurisdiction has been challenged as '. . . hardly more than a vestigial legal fiction' which '. . . reflects something of a provincial attitude regarding the fairness of other tribunals.' (The Bremen v. Zapata Off-Shore Co. (1972) 407 U.S. 1, 12, 92 S.Ct. 1907, 1914, 32 L.Ed.2d 513 (enforcing clause in admiralty case).)

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[551 P.2d 1209] While it is true that the parties may not Deprive courts of their jurisdiction over causes by private agreement (see Rest.2d Conflict of Laws, § 80, com. a), it is readily apparent that courts possess discretion to Decline to exercise jurisdiction in recognition of the parties' free and voluntary choice of a different forum. Moreover, although we have acknowledged a policy favoring access to California courts by resident plaintiffs (see Thomson v. Continental Ins. Co. (1967) 66 Cal.2d 738, 742, 59 Cal.Rptr. 101, 427 P.2d 765), we likewise...