Hall v. Superior Court

In Hall v. Superior Court (1983) 150 Cal. App. 3d 411 197 Cal. Rptr. 757 (Hall), two California investors exchanged their interests in an oil and gas limited partnership in return for stock in one of their co-investors, Imperial Petroleum, Inc., a Utah corporation. Closer to the facts of this case, the contract embodying their exchange agreement contained both forum selection and choice of law provisions identifying Nevada as the selected forum and governing law. A dispute arose, and the two investors sued Imperial in California. ( Id. at pp. 413-415.) Imperial asserted the forum selection clause, and the trial court found the forum selection clause was enforceable. In reversing the lower court's decision, the appellate court undertook an examination of both the choice of law clause as well as the forum selection clause noting that the enforceability of these clauses were "inextricably bound up" in one another. (Hall, supra, 150 Cal. App. 3d at p. 416.) The reason for considering them together was that absent a choice of law clause, the selected forum could apply California law to the dispute under the selected forum's conflict of laws principles. If so, there would be no risk that substantive law might be employed which would materially diminish rights of California residents in violation of California public policy. (Ibid.) However, where the effect of the transfer would be otherwise, the forum selection clause would not be enforced: "While 'California does not have any public policy against a choice of law provision, where it is otherwise appropriate' citation and 'choice of law provisions are usually respected by California courts . . .' citing Smith Valentino, supra, 17 Cal. 3d at p. 494 'an agreement designating a foreign law will not be given effect if it would violate a strong California public policy . . . or "result in an evasion of . . . a statute of the forum protecting its citizens." " (Hall, supra, 150 Cal. App. 3d at pp. 416-417). The Hall court determined that if the pending securities litigation were transferred to Nevada where Nevada law would be applied, the plaintiffs would lose the benefit of California's Corporate Securities Law of 1968, which would otherwise govern the transaction in question. This California law was designed to protect the public from fraud and deception in securities matters, by providing statutory remedies for violations of the California Corporations Code. (Hall, supra, 150 Cal. App. 3d at p. 417.) For this reason, the remedial scheme, like the CRLA involved in this case, contains an anti-waiver provision. ( Corp. Code, 25701; Hall, supra, at pp. 417-418.) The court concluded: "We believe the right of a buyer of securities in California to have California law and its concomitant nuances apply to any future dispute arising out of the transaction is a 'provision' within the meaning of Corporations Code section 25701 which cannot be waived or evaded by stipulation of the parties to a securities transaction. Consequently, we hold the choice of Nevada law provision in this agreement violates section 25701 and the public policy of this state citation and for that reason deny enforcement of the forum selection clause as unreasonable." ( Id. at p. 418.)