Original proceedings; petition for a writ of mandate/prohibition to challenge an order of the Superior Court of Orange County, John C. Gastelum, Judge. (Super. Ct. No. 30-2010-00375611)
The opinion of the court was delivered by: Bedsworth, J.
CERTIFIED FOR PUBLICATION
Petitioner Global Packaging, Inc. (Global Packaging), sought a writ of mandate pursuant to Code of Civil Procedure*fn1 section 418.10, subdivision (c) after the trial court denied its motion to quash service of summons for lack of jurisdiction. The court found a contractual provision to be a forum-selection clause and interpreted this clause as subjecting Global Packaging to its jurisdiction.
We now grant the petition. The trial court improperly conflated venue, forum, and jurisdiction to imply Global Packaging's consent to personal jurisdiction. The summons should have been quashed for lack of personal jurisdiction in California.
Global Packaging, located in Pennsylvania, produces packaging for consumer products. It licensed some software from Epicor Software Corporation (Epicor), a Delaware corporation with its principal place of business in Orange County. Paragraph 11 of Epicor's end user license agreement (agreement), provides in pertinent part: "Any controversy or claims arising out of or relat*fn2 to this Agreement shall be venued only in the state or federal court in and [ ] (a) Orange County, California or (b) the jurisdiction in which the Software is located; without regard to their conflict of laws and principle [sic]. Such venue shall be determined by the choice of the plaintiff bringing the action."*fn3
A dispute arose between Epicor and Global Packaging over payment for the software, and Epicor sued Global Packaging in May 2010 in Orange County. Global Packaging moved to quash service of summons under section 418.10, subdivision (a)(1).*fn4 It asserted that California had no jurisdiction over it based on its actual presence within the state or minimum contacts and that paragraph 11 of the agreement, upon which Epicor relied, did not constitute a consent to personal jurisdiction. The trial court denied the motion on the ground paragraph 11 was an enforceable forum-selection clause that, by implication, included a consent to jurisdiction. Global Packaging petitioned for review of the denial of the motion to quash.
We review de novo issues of contract interpretation not dependent on any factual findings. (Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865.)
At the outset, we point out that Epicor's "forum"-selection clause as it pertains to instituting a lawsuit in California is phrased in terms of a county rather than of the state. Section 395.5 limits the counties in which a corporation may be properly sued in California, and parties cannot make other arrangements by prior agreement. (See Alexander v. Superior Court (2003) 114 Cal.App.4th 723, 731 ["[I]t is not for the parties or the courts to set venue. That is the role of the Legislature."]; see also General Acceptance Corp. v. Robinson (1929) 207 Cal. 285, 289.) The clause is void to the extent that it specifies a California county (Alexander v. Superior Court, supra, 114 Cal.App.4th at p. 731), and unless Orange County corresponds to one of the counties identified in section 395.5, Global Packaging could not properly be sued there.*fn5
Global Packaging, however, did not object to the clause on this basis, and its motion to quash was denied on the ground that the clause was a forum-selection clause constituting Global Packaging's consent to personal jurisdiction in California. Because we can determine this issue as a matter of law, by examining the contract, we do not need to send the case back for further proceedings regarding the propriety of Orange County as a venue. Even considered as a forum-selection ...