Forum Selection Clauses and Forum Non Conveniens in California Business Cases

Last updated: October 2026

A forum selection clause names the place where disputes under a contract must be litigated. California courts generally enforce these clauses in business contracts, and a defendant sued here in violation of one can move to stay or dismiss the case under Code of Civil Procedure sections 410.30 and 418.10. The motion has to be raised at the start, before a general appearance. Kolmogorov Law, P.C. litigates forum fights for companies in Orange County, Los Angeles, and California federal court, including cases that belong in another state or another country.

Call (909) 235-6116 or contact us online to discuss a forum clause in your contract.

Why the forum decides more than the venue

Where a case is heard changes the law that applies, the cost of showing up, the jury pool, and often the outcome. A clause sending disputes to Delaware, Texas, London, or Cyprus can mean the difference between a case a plaintiff can afford to bring and one it cannot. That is why these motions are fought hard, and why I treat the forum question as the first strategic decision in any multi-state or international contract dispute.

In a recent trade secret and copyright case between rival online platforms, our two-lawyer defense team concentrated on a single question: whether the parties' contract required the case to be heard in Cyprus. The federal court agreed and conditionally dismissed the remaining claims against every defendant, including those who never signed the agreement. The Daily Journal wrote about the strategy; the entry is on our In the Press page. The lesson generalizes. The forum clause can end the case before the merits are ever reached.

The statute

A court may act on a party's motion or its own. If it finds that in the interest of substantial justice the action should be heard in a forum outside California, it shall stay or dismiss the action, in whole or in part, on any conditions that may be just. (Code Civ. Proc., § 410.30, subd. (a).) That is the forum non conveniens statute, and it is the vehicle for enforcing a clause that points elsewhere.

The motion is made under section 418.10, which lets a defendant move to stay or dismiss on the ground of inconvenient forum on or before the last day to plead. (Code Civ. Proc., § 418.10, subd. (a)(2).) Filing it extends the time to plead until 15 days after notice of an order denying it. (Code Civ. Proc., § 418.10.) A defendant who has already made a general appearance can still move under section 410.30, but the special-appearance protections of section 418.10 no longer apply. (Code Civ. Proc., § 410.30, subd. (b).) Raise it early.

Mandatory and permissive clauses

Courts read the words. A clause stating that disputes "shall be brought exclusively in the courts of Delaware" is mandatory. A clause stating that the parties "consent to jurisdiction in Delaware" is permissive; it allows suit there but does not forbid suit elsewhere. Mandatory clauses get enforced unless the opposing party shows enforcement would be unreasonable. Permissive clauses do far less work. Most of the forum disputes I see turn on which kind the drafter wrote, often without realizing it.

When California courts refuse to enforce a clause

Enforcement is the default, not a guarantee. California courts decline to enforce a forum clause in a few situations. The chosen forum would be so inconvenient that it denies a fair hearing. The clause was obtained by fraud or overreaching. Or sending the case away would deprive a party of unwaivable rights under California statutes. Employment and consumer contracts raise those statutory concerns most often. Franchise agreements have a specific rule: California law restricts clauses that require a California franchisee to litigate outside the state. Between two sophisticated businesses that negotiated the contract, the clause almost always holds.

Non-signatories

A recurring question is whether the clause binds or protects people who did not sign: the owner sued personally, the affiliate, the successor. California courts have enforced forum clauses in favor of non-signatories who are closely related to the contract and the dispute, so that a plaintiff cannot avoid the clause by naming the signatory's officers instead of the signatory. Whether that applies depends on how the complaint ties the non-signatories to the agreement, which is why we read the complaint as carefully as the contract.

Forum non conveniens without a clause

Even without a forum clause, a defendant can argue that California is the wrong place for the case: the witnesses, documents, and events are elsewhere, and a suitable alternative forum exists. (Code Civ. Proc., § 410.30, subd. (a).) The court weighs the parties' private interests and the public interest in keeping or sending the case. A California plaintiff's choice of forum gets weight; a foreign plaintiff's choice gets less. Dismissals are often conditioned on the defendant accepting service and waiving limitations defenses in the other forum.

Arbitration clauses are a different motion

A clause that sends disputes to arbitration rather than to another court is enforced through a petition to compel arbitration, not a forum motion. See our page on motions to compel arbitration. Contracts often contain both, and the sequence of motions matters.

Where these motions are heard

In Orange County, forum motions are heard in the department assigned to the case at the Central Justice Center in Santa Ana. In Los Angeles, at the Stanley Mosk Courthouse or the district courthouse where the case was filed. In federal court the motion is brought under the forum non conveniens doctrine or as a motion to transfer, with the clause given controlling weight in most cases. For disputes with parties abroad, see our page on international business disputes.

What to bring to the first meeting

Bring the contract, every amendment, and any related agreement that might have its own forum clause. Bring the complaint and proof of service. Write down where the witnesses and documents actually are. Those facts decide the forum non conveniens analysis even when the clause is clear.

Frequently asked questions

Are forum selection clauses enforceable in California?

Generally yes in business contracts, unless enforcement would be unreasonable, the clause was procured by fraud, or it would strip a party of unwaivable statutory rights. The motion to enforce is brought under Code of Civil Procedure sections 410.30 and 418.10.

When do I have to raise a forum selection clause?

On or before the last day to respond to the complaint, by motion under section 418.10. (Code Civ. Proc., § 418.10, subd. (a)(2).) A defendant who answers first can still move under section 410.30, but loses the special-appearance protections. (Code Civ. Proc., § 410.30, subd. (b).)

What is the difference between a forum selection clause and a choice of law clause?

A forum clause says where the case is heard. A choice of law clause says which state's or country's law applies. They are often paired, but a California court can apply another state's law, and another state's court can apply California law.

Can a forum clause require me to litigate in another country?

Yes. California and federal courts enforce clauses selecting foreign courts where the foreign forum is adequate and the clause was fairly agreed. The result is usually a dismissal conditioned on the defendant submitting to the foreign court.

Does a forum clause bind the company's owner who did not sign it?

It can. Courts have applied forum clauses to non-signatories who are closely related to the contract and the dispute, particularly when the claims against them arise from the same agreement.

Talk to a California business litigation attorney

If your contract points to another forum, or you have been sued somewhere the contract does not allow, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California. See also our breach of contract page and our page on the motion to quash for out-of-state defendants.

This page provides general information about California law and is not legal advice. Outcomes depend on the contract language, the location of witnesses and evidence, and the court.