Global Packaging, Inc. v. Superior Court
127 Cal. Rptr. 3d 813
Cal. Ct. App.2011Background
- Global Packaging, Inc. (Pennsylvania) licensed software from Epicor Software Corporation (Delaware, Orange County, CA).
- Paragraph 11 of Epicor’s end user license provides venue in Orange County, California or the jurisdiction where the software is located, determined by plaintiff’s choice.
- Epicor sued Global Packaging in May 2010 in Orange County; Global Packaging moved to quash service for lack of California jurisdiction.
- Trial court denied the motion, treating paragraph 11 as a forum selection clause that implied consent to California jurisdiction.
- Court of Appeal held the clause cannot confer personal jurisdiction and that forum and jurisdiction are distinct; venue is governed by statute, not private agreement.
- Petition granted; superior court to quash service of summons; costs awarded to Global Packaging.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does paragraph 11 confer California personal jurisdiction? | Global argues no consent to jurisdiction | Epicor contends forum clause implies consent to California jurisdiction | No; clause cannot confer jurisdiction |
| Are forum selection clauses enforceable to create personal jurisdiction in California? | Forum clause insufficient to consent to jurisdiction | Clause should be enforced to permit suit in California | Not sufficient to create jurisdiction |
| Is the clause void for specifying a California county under section 395.5? | Venue clause attempts to designate a venue; may be void if inconsistent with 395.5 | Venue designation should be enforceable as forum selection | Clause is void to the extent it specifies a California county |
Key Cases Cited
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (formal recognition of forum-selection clauses)
- Smith, Valentino & Smith, Inc. v. Superior Court, 17 Cal.3d 491 (Cal. 1976) (enforcement of forum selection clauses in California)
- Alexander v. Superior Court, 114 Cal.App.4th 723 (Cal. App. 2003) (forum selection clause void if contradicts venue statute)
- Pennoyer v. Neff, 95 U.S. 714 (U.S. 1878) (territorial limits of state jurisdiction)
- International Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (minimum contacts and due process limits on jurisdiction)
- General Motors Acceptance Corp. v. Codiga, 62 Cal.App.117 (Cal. App. 1923) (courts not inclined to salvage defective covenants to create jurisdiction)