Court Rules Contract's Choice Of Law Does Not Reach California Securities Law Claims

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

Court Of Chancery Rules Delaware Choice Of Law Does Not Defeat California Securities Law Claim

What happens when a fundamental policy collides with an unwaivable right?  At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr.  in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14.  In that case, the fundamental...

Something You May Not Think About When Choosing Another State's Law

California courts generally will apply Section 187 of the Restatement Second of Conflicts of Laws when deciding choice of law questions.  Nedlloyd Lines B.V. v. Superior Court, 3 Cal. 4th 459, 465 (1992).  Until now, it hasn't been known whether a...

The Case Whose Name The Delaware Supreme Court Dare Not Speak

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under the Securities Act of...

Court of Appeal Has "No Comment" On Trulia

In 2016, the Delaware Court of Chancery famously put the brakes on disclosure only settlements, warning "to the extent that litigants continue to pursue disclosure settlements, they can expect that the Court will be increasingly vigilant in...

In This Case, The First Filed Case Was Last

In 2014, Kimberly-Clark Corporation, a Delaware corporation, spun off Halyard Health, Inc., a Delaware corporation, pursuant to a distribution agreement.  The distribution agreement required Halyard to indemnify Kimberly-Clark against certain...

Court Finds Forum Selection Clause That Includes Jury Trial Waiver To Be Unenforceable

California courts will generally give effect to a mandatory forum selection clause unless enforcement would be unreasonable or unfair, and the party opposing enforcement of the clause ordinarily bears the burden of proving why it should not be...

Delaware Court Declines To Apply California Labor Code Despite California Choice Of Law

Do California Labor Code provisions governing employees apply to persons performing work outside of California?  What if that work is performed pursuant to an agreement that includes the following provisions?

New California Labor Code Statute Results In Enforceable Covenant Not To Compete

In October 2016, I wrote about a newly enacted statute, Labor Code Section 925.  That statute prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that...

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