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Alexander v. Superior Court of Santa Clara County12/19/2003
CERTIFIED FOR PUBLICATION
In this mandate action we are asked to decide whether a contractual venue selection clause is dispositive of the proper venue for an action on the contract. We conclude that to the extent the clause is inconsistent with the statutory venue scheme it is invalid.
A. Factual and Procedural Background
This matter involves two cases that raise the identical issue on similar facts. Plaintiff and real party in interest in both cases is the Brix Group, Inc., doing business as American Wireless (Brix). Defendants and petitioners are Dean Alexander, individually and doing business as Blah, Blah, Blah (Alexander) and Jeff Bellamy and Lori Bellamy, individually and doing business as Execu-Tech Communications (Bellamy) (collectively, defendants).
Brix is an agent for national cellular service providers like Nextel and Verizon. The Brix headquarters are in Santa Clara County and its branch offices are located throughout the United States. One branch office is in Fresno County.
Defendants are located in Fresno County and separately contracted with Brix to serve as sales agents for cellular service. Defendants both executed Brix's "Agency Agreement," which sets out the general terms of their relationship with Brix. These agreements are substantially identical and both contain the following provision:
"4.12 Choice of Law: The construction, interpretation, and performance of this Agreement shall be governed by the laws of the State of California and each party specifically stipulates to venue in Santa Clara County, California."
Brix sued defendants in separate lawsuits in Santa Clara County alleging breach of contract. Both complaints alleged that venue was proper pursuant to the written agreement of the parties. Defendants filed motions to change venue to Fresno arguing that Santa Clara was not a proper court under the pertinent venue statute. (Code Civ. Proc., § 395.) Brix argued that venue was proper under section 395 because the contracts had been entered into, the obligations had been incurred, and the contracts designated the place of performance as Santa Clara County. In addition, Brix argued that the contracts contained a provision setting venue in Santa Clara County. As to its contention that the parties had contractually agreed upon venue, Brix acknowledged that General Acceptance Corp. v. Robinson (1929) 207 Cal. 285 (General Acceptance) held that such agreements were void but Brix argued that General Acceptance had effectively been overruled by intervening case law.
In separate proceedings below the trial court denied defendants' motions to change venue, concluding in both cases that the venue selection clauses were "valid and binding." Defendants petitioned for writs of mandate. (§ 400.) We ordered the cases to be considered together for purposes of oral argument and decision, issued an order to show cause why peremptory writs should not issue, and stayed the proceedings below.
B. Discussion
The sole issue before us is whether the trial court erred in concluding that the venue selection clause was valid and binding and dispositive of the question of venue. Since the issue presents a pure question of law our review is de novo. (See Kennedy/Jenks Consultants, Inc. v. Superior Court (2000) 80 Cal.App.4th 948, 959-960.)
We begin by observing that this case involves a venue selection clause, not a forum selection clause. The cases sometimes do not distinguish between the two types of clauses, perhaps because they both relate in some way to the geographical location in which trial will be held. But the terms have different meanings. Forum means "
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