BILL ANALYSIS                                                                                                                                                                                                    



                                                                  AB 335
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          Date of Hearing:  April 28, 2009

                           ASSEMBLY COMMITTEE ON JUDICIARY
                                  Mike Feuer, Chair
                 AB 335 (Fuentes) - As Introduced: February 18, 2009
                                           
          SUBJECT  :  EMPLOYMENT LAWS: WAIVER, FOREIGN STATES AND FORUMS

           KEY ISSUE  :  IF A PERSON IS EMPLOYED IN CALIFORNIA, SHOULD HIS OR  
          HER EMPLOYER BE ALLOWED TO REQUIRE THE EMPLOYEE TO WAIVE THE  
          PROTECTIONS OF CALIFORNIA LAW AND PRE-SELECT THE LAW OF ANOTHER  
          STATE TO GOVERN THAT PERSON'S EMPLOYMENT, OR REQUIRE THE  
          EMPLOYEE TO TRAVEL TO ANOTHER STATE OR FOREIGN COUNTRY TO  
          RESOLVE A LEGAL DISPUTE?

           FISCAL EFFECT  :  As currently in print this bill is keyed  
          non-fiscal.

                                      SYNOPSIS
          
          The employment rights advocates supporting this bill argue that  
          an employer in California should not be allowed to avoid  
          California employment laws by unilaterally adopting policies or  
          drafting contractual agreements that force California employees  
          to waive the protections of California law.  Similarly,  
          supporters argue that employers should not be allowed to  
          pre-select the law of some other state more favorable to the  
          employer and impose that choice on the company's California  
          employees involuntarily as a condition of taking or retaining  
          employment, or require California employees to travel to other  
          distant states or foreign countries chosen by the employer in  
          order to seek redress for violations of law.  This bill would  
          declare such policies unconscionable, violative of public policy  
          and void.  Opponents representing employer interests perceive  
          the bill to be an outright ban on such agreements, which they  
          argue is unnecessary and counter-productive.  Supporters respond  
          that the bill does not flat out prohibit choice of law or other  
          provisions, but simply requires that they be agreed to  
          voluntarily - not imposed as a condition of employment. 

           SUMMARY  :  Prohibits certain clauses in employment agreements  
          regarding the resolution of California employment disputes if  
          they are imposed on an employee involuntarily as a condition of  
          employment.  Specifically,  this bill  :









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          1)Prohibits an employer from requiring an employee or job  
            applicant, as a condition of employment, to waive the  
            application of California law to any dispute relating to  
            employment, or the securing of employment, in California.

          2)Prohibits an employer from requiring an employee or job  
            applicant, as a condition of employment, to resolve outside of  
            California any dispute regarding employment, or the securing  
            of employment, in California.

          3)Provides that any choice of law, choice of forum, or choice of  
            venue provision in a job application, employment agreement,  
            employment handbook, or other statement of an employer's  
            policies applicable to its employees, is unconscionable,  
            violative of the public policy of this state, and void if the  
            provision requires the employee or job applicant, as a  
            condition of employment, to resolve claims outside of  
            California that arose from employment, or the securing of  
            employment, in California, or deprives the employee or job  
            applicant of the protection of California law for claims  
            arising from employment, or the securing of employment, in  
            California.

          4)Provides that nothing in this provision affects the rights of  
            an employee to voluntarily agree to a choice of law or forum  
            selection provision that is not required as a condition of  
            employment and that is subject to independent consideration.

           EXISTING LAW :  

           1)Codifies the established doctrine that the courts will not  
            enforce an unconscionable contract.  (Civil Code section  
            1670.5).

          2)Defines unconscionability as having both a "procedural" and a  
            "substantive" element, the former focusing on "oppression" or  
            "surprise" due to unequal bargaining power, the latter on  
            "overly harsh" or "one-sided" results.  (Armendariz v.  
            Foundation Health Psychcare Services, Inc., 24 Cal. 4th 83,  
            114(2000)).

          3)Rejects forum selections clauses which "would substantially  
            diminish the rights of California residents in a way that  
            violates our state's public policy."  (America Online, Inc. v.  
            Superior Court, 90 Cal. App. 4th 1, 12 (2001)).








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          4)Provides with respect to a contract between a contractor and a  
            subcontractor for the construction of a public or private work  
            of improvement in this state that a provision shall be void  
            and unenforceable if it purports to require any dispute  
            between the parties to be litigated, arbitrated, or otherwise  
            determined outside this state or purports to preclude a party  
            from commencing such a proceeding or obtaining a judgment or  
            other resolution in this state or the courts of this state.   
            (Code of Civil Procedure section 410.42).

           COMMENTS  :  The author explains the need for the bill as follows:  
           "Under existing law, employers may seek to force California  
          workers to litigate or arbitrate their labor and employment  
          claims under the laws of other States (even other nations) and  
          in foreign jurisdictions, even if the employee lives in  
          California, works in California, and the dispute arose in  
          California.  As a result, employers, particularly out-of-state  
          employers, are able to evade the requirements of California law,  
          discourage California workers from bringing suits to enforce  
          their rights, and ensure that any claims are heard in a  
          jurisdiction favorable to the employer.   

          This bill would prohibit employers from forcing California  
          workers or job applicants to agree, as a condition of  
          employment, to choice of law, choice of forum, and choice of  
          venue provisions in job applications, employment agreements,  
          employment handbooks or other statements of employer policies  
          applicable to its employees if the provision would have the  
          effect of:  1) depriving the employee or job applicant of the  
          protection of California law for claims arising from employment,  
          or the securing of employment, in California; or 2) requiring  
          the employee or job applicant to arbitrate or litigate outside  
          of California claims that arose from employment, or the securing  
          of employment, in California.  

          By prohibiting these types of contract clauses, this bill would  
          prevent employers from evading California's labor laws.  This  
          bill would also promote fairer competition between in-state  
          businesses that are subject to California's strong worker  
          protection laws, and out of state businesses that can save costs  
          by subjecting their California employees to less favorable laws  
          and less convenient fora and/or venues."

           This Bill Would Prohibit Certain Employment Terms Purporting to  








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          Waive California Law, Pick Another State's Law or Require  
          California Employees To Travel To Other States To Enforce Their  
          Legal Rights If These Terms Are Imposed On An Employee As A  
          Condition of Employment.   Employers currently may insert certain  
          clauses in employment materials that purport to waive the  
          employee's rights under California law.  In addition, employers  
          may pre-select the employer's favored state law (or the law of  
          another nation) and also require employees to travel to that  
          state or nation or some other distant place if a discrimination,  
          harassment of other employment dispute arises in order to  
          attempt to resolve the dispute.  Employers may place these  
          clauses in job applications, employment agreements, employment  
          handbooks, or other statements of an employer's policies  
          applicable to its employees and make them a condition of  
          accepting or keeping a job.

           Examples of Alleged Difficulties.   According to the author,  
          worker advocates have increasingly reported incidents of  
          employees being unable to enforce their rights under California  
          law because the employer imposed a requirement that employment  
          disputes be adjudicated in a distant jurisdiction and/or subject  
          to the laws of a state with weaker employee protections than  
          California.  For example, the sponsor cites an employee with  
          multiple sclerosis who approached an attorney seeking to bring a  
          disability discrimination case under California's broadly  
          protective Fair Employment and Housing Act.  However, the  
          employer had required the employee to sign an agreement imposing  
          Florida law on the employment relationship and mandating that  
          any claims be arbitrated in Florida.  The client's disability  
          and the expense of litigating in a far away state would make it  
          very difficult for him to pursue his claim.  In addition,  
          Florida's disability discrimination law is far less protective  
          than California's Fair Employment and Housing Act, and if this  
          employer's contract is enforced, the employee may not be  
          protected, the sponsor states.

          The author cites other cases where choice of law or forum  
          clauses have been enforced against employees, including Olinick  
          v. BMG Entertainment, 42 Cal.Rptr.3d 268)(California employee  
          forced to bring age discrimination claims in New York under New  
          York law), Hopkins v. Lotus Dev. Corp, 1995 U.S. Dist. Lexis  
          8804 (N.D. Cal. 1995)(California employees required to litigate  
          age discrimination and other claims in Massachusetts), Flake v.  
          Medline Indus., Inc., 882 F. Supp. 947 (E.D. Cal.  
          1995)(requiring California employee to litigate age  








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          discrimination claims in Illinois), Sarmiento v. BMG Entm't,326  
          F. Supp. 2d 1108 (C.D. Cal. 2003) requiring California employee  
          to litigate breach of contract and wage claims in New York).

           While Existing Case Law May Preclude Enforcement Of These  
          Contract Provisions, This Bill Would Reduce Uncertainty and  
          Protracted Litigation To Resolve Each Controversy.   As discussed  
          below, California law recognizes that one-sided choice of law or  
          choice of forum clauses that are not agreed to voluntarily may  
          be rejected as unconscionable.  However, the case law is replete  
          with examples, such as those cited above, where the courts have  
          casually enforced such clauses with very little inquiry.   
          Moreover, even where these clauses are appropriately rejected,  
          it is time-consuming, burdensome and risky for the plaintiff to  
          pursue the case until this issue is resolved, with the result  
          that many legitimate wrongs may not be prosecuted.  By adopting  
          a statutory rule, this bill would obviate the need for expensive  
          and protracted litigation and would therefore promote certainty  
          and early resolution of disputes on the merits.

          The California Supreme Court recently examined choice of law  
          rules in Kearney v. Salomon Smith Barney, Inc., 39 Cal. 4th 95  
          (2006) in holding that California privacy laws apply to the  
          recording of conversations by telephone placed from Georgia.   
          Where there is no contract between the parties, the court  
          explained, "California has applied the so-called governmental  
          interest analysis in resolving choice-of-law issues.  In brief  
          outline, the governmental interest approach generally involves  
          three steps.  First, the court determines whether the relevant  
          law of each of the potentially affected jurisdictions with  
          regard to the particular issue in question is the same or  
          different.  Second, if there is a difference, the court examines  
          each jurisdiction's interest in the application of its own law  
          under the circumstances of the particular case to determine  
          whether a true conflict exists.  Third, if the court finds that  
          there is a true conflict, it carefully evaluates and compares  
          the nature and strength of the interest of each jurisdiction in  
          the application of its own law "to determine which state's  
          interest would be more impaired."  (Id. at 107-08.)

          However, when the parties to a contract have selected the law of  
          another jurisdiction, the courts have been much more  
          deferential, at least where the parties are commercial  
          sophisticated businesses.  (Olinick v. BMG Entertainment, 138  
          Cal. App. 4th 1286, 1299-1300 (2006).)








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          Likewise, "forum selection clauses are valid and should be given  
          effect unless enforcement of the clause would be unreasonable."   
          However, if the place and manner restrictions of a forum  
          selection provision are "unduly oppressive," or have the effect  
          of shielding the stronger party from liability, then the forum  
          selection provision is unconscionable.  To that end, a 'party  
          may attempt to make a showing that would warrant setting aside  
          the forum-selection clause - that the agreement was affected by  
          fraud, undue influence, or overweening bargaining power; that  
          enforcement would be unreasonable and unjust; or that  
          proceedings in the contractual forum will be so gravely  
          difficult and inconvenient that the resisting party will for all  
          practical purposes be deprived of his day in court.'  

          Similarly, 'California favors contractual forum selection  
          clauses so long as they are entered into freely and voluntarily,  
          and their enforcement would not be unreasonable." The Court of  
          Appeal discussed the rationale for this favorable treatment in  
          Wimsatt v. Beverly Hills Weight Loss Clinics Int'l, Inc., 32  
          Cal. App. 4th 1511, 1523, 38 Cal. Rptr. 2d 612 (1995), a case  
          involving weight-loss center franchises.  The Court of Appeal  
          there stated that '[f]orum selection clauses are important in  
          facilitating national and international commerce, and as a  
          general rule should be welcomed.'  Id.  However, this favorable  
          treatment of forum selection clauses is conditioned on their  
          free and voluntary procurement, 'with the place chosen having  
          some logical nexus to one of the parties or the dispute, and so  
          long as California consumers will not find their substantial  
          legal rights significantly impaired by their enforcement.'   
          Therefore, to be enforceable, the selected jurisdiction must be  
          "'suitable,' 'available,' and able to 'accomplish substantial  
          justice.'"  (Nagrampa v. MailCoups, Inc., 469 F.3d 1257, 1287-88  
          (9th Cir. 2006) (citations omitted).)  AB 335 would affirm  
          employees' rights to voluntarily agree to choice of law and  
          forum selection clauses while ensuring that those provisions are  
          not made conditions of employment and are subject to independent  
          consideration.

           By Requiring Out-of-State Employers To Play By The Same Rules As  
          California Employers, Bill Is Fairer To California Businesses.    
          The California Employment Lawyers Association (CELA), the  
          sponsor of this bill, argues that AB 335 would prevent  
          unscrupulous employers from evading California's strong worker  
          protection laws.  CELA states that forum selection clauses and  








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          choice of law clauses pose a particularly acute problem for  
          lower income workers and disabled workers.  Those workers that  
          do have the resources or ability to travel might well find that  
          the protection that they had under California law does not  
          exist, or is not nearly as comprehensive, in the jurisdiction  
          that will be deciding their dispute.

          CELA contends that the current situation benefits out-of-state  
          employers at the expense of California employers.  Employers who  
          remain subject to the rigorous requirements of California labor  
          and employment law are at a distinct competitive disadvantage  
          when an out-of-state employer uses a choice-of-law provision to  
          exempt itself from California's laws governing employment  
          relationships and adopt another State's less burdensome regime.   
          Correcting this problem therefore benefits California employers  
          as well as employees and contributes to fair competition in  
          California.

          This leveling of the playing field may be particularly  
          advantageous for California employers in the context of  
          non-competition agreements.  It is believed that some  
          out-of-state companies (particularly in the tech industry)  
          require their employees to sign non-competition agreements that  
          are unenforceable in California because of our protective  
          standard for free enterprise under Business and Professions  
          Code, Section 16600.  As many in the business community have  
          commented, our stringent laws on non-competition are good for  
          California employers because they are more free to hire whomever  
          they want without regard to the efforts of out-of-state  
          companies to prevent access to desirable employees.  In an  
          effort to avoid our law, these out-of-state companies add choice  
          of law and forum provisions specifying another state.  A rule  
          clarifying that these employment disputes cannot be subject to  
          distant forums would clearly be in the interest of both  
          California employers and employees because California employers  
          are at a disadvantage if they are required to adhere to  
          California's protective employment and labor laws while  
          out-of-state companies with operations here could contract their  
          way out of those laws, or discourage employees from enforcing  
          them.  As the result of the court's decision in Advanced Bionics  
          Corp. v. Medtronic, Inc, 29 Cal 4th 697 (2002), California  
          companies are open to the potential for litigation in other  
          states, and out-of-state employers have an incentive to "race to  
          the courthouse" on non-compete clauses.  In that case, the court  
          essentially permitted an out-of-state company to initiate  








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          litigation to enforce a non-compete clause against a California  
          company, while preventing California courts from blocking that  
          litigation.  It has been reported that attorneys representing  
          out-of-state companies have advised those out-of-state companies  
          to include forum selection clauses in an effort to increase the  
          chances that the non-compete contract will be litigated and  
          enforced in another state, making it more difficult and costly  
          for California companies to hire the employees they want.  AB  
          335 would ensure that out-of-state companies are subject to the  
          same rules as California companies, and deter efforts to enforce  
          non-competition clauses in other states that are contrary to  
          California rules.
           
          Controversy Regarding Adhesive Forum-Selection Clauses In  
          Similar Consumer Context  .  In a recent amicus curiae brief filed  
          in Aral v. Earthlink, 134 Cal. App. 4th 544 (2005), the Attorney  
          General explained why a forum selection clause was both  
          unconscionable and unenforceable under California law.  In so  
          doing, the Attorney General aptly described the problem created  
          by forcing parties to litigate in distant forums, a problem this  
          bill appropriately seeks to address:

              [I]t is one-sided and oppressive to force individual  
              consumers to abide by a forum selection clause requiring  
              them to litigate out of state, especially because  
              consumers invariably lack the financial and litigation  
              resources of the corporations they do business with.   
              The harshness of this situation is magnified by the  
              difficulty of locating counsel in the forum state,  
              difficulties in attorney-client communications, and  
              added expenses and hardships caused by being forced to  
              travel out of state for depositions and trial.   
              (Purcell, Geography as a Litigation Weapon: Consumers,  
              Forum-Selection Clauses, and the Rehnquist Court, 40  
              UCLA L. Rev. 423, 445-449 (1992).  
               
              For consumers on limited budgets, or seeking to bring  
              relatively small claims, the hardships imposed by a  
              forum selection clause will have the ultimate result of  
              preventing them from ever asserting their claims.  The  
              clause therefore effectively denies consumers access to  
              the courts, and therefore due process.  By contrast, the  
              corporation that imposes the forum selection clause  
              bears none of these burdens, and would benefit greatly  
              from the burdens it seeks to impose on consumers who  








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              would otherwise consider suing it.  That the clause has  
              such a result and disparate impact establishes its  
              substantive unconscionability. 

          The Attorney General explained that a forum selection clause  
          also has the effect of stripping consumers of the unwaiveable  
          right to bring an action in their county of residence as  
          provided by California Code of Civil Procedure section 395.  The  
          brief explains:

              Ensuring that consumers may bring actions in their home  
              counties prevents companies from seizing "immense  
              practical litigation advances . . . by methodically  
              forcing the burdens of geography onto . . . consumers."   
              (See Purcell, supra, 40 UCLA L. Rev. at 435-36.)  Unlike  
              all other statutes specifying the proper forum or venue  
              for an action, Section 395(b) is protective of  
              consumers' due process right to convenient access to  
              California courts in order to bring and defend claims  
              arising from the offer or sale of goods, or services to  
              be used primarily for personal, family or household  
              purposes.

              Sections 395(b) and 395(c) advance California's public  
              policy of ensuring access to a convenient forum for the  
              litigation of consumer disputes by preventing consumers  
              from having to [under]go the significant burden, expense  
              and difficulty of litigating in another state. 

          Recognizing that Sections 395(b) and (c) are applied in  
          determining venue, rather than forum, the AG commented:

              [I]t would be most odd and wholly inconsistent to  
              interpret California law to bar a contract clause that  
              would force a Los Angeles County resident to litigate a  
              consumer case in Lodi but to enforce a contract clause  
              forcing the same consumer to litigate in Atlanta or  
              London.  Thus, properly protecting the right of  
              consumers to litigate in a convenient forum requires  
              that questions of jurisdiction and venue be viewed as  
                                                                             inextricably linked.  

          In its decision rejecting enforcement of the forum selection  
          clause, the court in Aral noted that "a number of California  
          courts [have] enforced forum selection clauses where the  








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          contract was between businesses of relatively equal bargaining  
          strength, even where litigating in the forum selected was likely  
          to be extremely inconvenient for the aggrieved party.  Moreover,  
          despite the language in Smith seemingly limiting enforcement to  
          situations where the contract was "entered into freely and  
          voluntarily by parties who have negotiated at arm's length,"  
          forum selection clauses have been enforced where the contract  
          had the basic qualities of an adhesion contract - "a  
          standardized contract, imposed upon the subscribing party  
          without an opportunity to negotiate the terms."  The court  
          noted, "Although both the California Supreme Court and the  
          United States Supreme Court place a heavy burden on the  
          plaintiff who seeks to prove that a forum selection clause is  
          unreasonable, particularly where the alleged unreasonableness is  
          based on the additional expense and inconvenience of litigating  
          far from home, the burden was not intended to be insurmountable.  
           If it is clear that 'trial in the contractual forum will be so  
          gravely difficult and inconvenient that he will for all  
          practical purposes be deprived of his day in court,' it would be  
          'unfair, unjust, and unreasonable' to enforce the forum  
          selection provision."  (Id. at 559-561) (citations omitted).
           
           Similar Statutory Protections Have Been Enacted For Construction  
          and Child Support Collection Contracts .  Existing law provides  
          with respect to a contract between a contractor and a  
          subcontractor for the construction of a public or private work  
          of improvement in this state that a provision shall be void and  
          unenforceable if it purports to require any dispute between the  
          parties to be litigated, arbitrated, or otherwise determined  
          outside this state or purports to preclude a party from  
          commencing such a proceeding or obtaining a judgment or other  
          resolution in this state or the courts of this state.  (Code of  
          Civil Procedure section 410.42.)  This provision is broader than  
          that contemplated by the bill because it absolutely prohibits  
          such contract terms, even if voluntarily agreed to by both  
          parties.

          In addition, private child support collectors are forbidden  
          under AB 2781 (Leno) of 2006 to require, as a condition of  
          providing services to an obligee, that the obligee waive any  
          right or procedure provided for in any state law regarding the  
          right to file and pursue a civil action, or that the obligee  
          agree to resolve disputes in a jurisdiction outside of  
          California or to the application of laws other than those of  
          California.  Any waiver by the obligee of the right to file and  








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          pursue a civil action, the right to file and pursue a civil  
          action in California, or the right to rely upon California law  
          as provided by law must be knowing, voluntary, and not made a  
          condition of doing business with the private child support  
          collector.  Any waiver, including, but not limited to an  
          agreement to arbitrate or regarding choice of forum or choice of  
          law, that is required as a condition of doing business with the  
          private child support collector is presumed involuntary,  
          unconscionable, against public policy, and unenforceable.   
          (Family Code section 5614(b)(7).)

           Bill Does Not Appear To Offend Constitutional Contract  
          Principles  :  Under the U.S. Constitution and the California  
          Constitution, a federal or state law may not unduly impair  
          existing contractual relationships.  (U.S. Const. art. I,  10;  
          Cal. Const. art. I,  9.)  However, even where a state  
          regulation imposes a substantial impairment on a contractual  
          relationship, the regulation will be upheld if a significant or  
          legitimate public interest justifies the regulation (i.e., the  
          law is aimed at a general social purpose and is not merely  
          "private interest legislation") and if the law adjusts the  
          parties rights in a reasonable and appropriate way (See Energy  
          Reserves Group, Inc. v. Kansas Power & Light Co., 459 U.S. 400,  
          411-413 (1983); Associated Builders & Contractors v. Baca 769 F.  
          Supp. 1537, 1551(N. D. Cal. 1991).  AB 335 is aimed at a broad,  
          generalized social problem potentially affecting every  
          California employee, not a private interest matter, and arguably  
          addresses the issue in a reasonable and appropriate way by  
          voiding only those contracts that are imposed as a condition of  
          employment.  (See Allied Structural Steel Co. v. Spannaus 438  
          U.S. 324, 347, 349 (1978).)  

          A Louisiana law nearly identical to the proposed bill was upheld  
          as constitutional by the Louisiana Supreme Court in Sawicki v.  
          K/S Stavanager Prince and Assurance-Foreningen Skuld 802 So. 2d  
          598, 600 (La. 2001).  The Louisiana law prohibits choice of  
          forum clauses and choice of law clauses in employment contracts,  
          except where "expressly, knowingly, and voluntarily agreed to  
          and ratified by the employee after the occurrence of the  
          incident which is the subject of the civil or administrative  
          action"  (La. Rev. Stat. 23:921(A)(2).)  The Louisiana Supreme  
          Court held that the statute did not violate the Contract Clause  
          because it did not impair the contractual relationship between  
          the employer and the employee and that the statute reasonably  
          accomplished a legitimate public purpose.








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           ARGUMENTS IN OPPOSITION  :  The California Chamber of Commerce  
          argues that the bill "would create another incentive for  
          multi-state or international companies to offer employment to  
          individuals in states other than California."  CalChamber bases  
          its argument on the following reasons:

               First, AB 335 is unnecessary and overrides judicial  
               discretion. Under existing law, California employees are  
               already protected from contractual choice of law or forum  
               provisions which are unreasonable or would substantially  
               diminish their California legal protections. California  
               courts already have the discretion to deem such provisions  
               unenforceable.

               Second, AB 335 could result in fewer employment  
               opportunities for Californians in today's global workplace.  
               Employers and jobs are increasingly mobile and not  
               constrained by geographical boundaries. Technology allows  
               employers headquartered in other states or other countries  
               to have increasing flexibility to offer jobs around the  
               globe. AB 335 discourages such employers from offering  
               employment in California if doing so means they travel  
               across the country or overseas to appear in California  
               courts.

               Third, whether to accept a choice of forum or law as a  
               "condition of employment," is in fact tied to a voluntary  
               decision by the employee to accept an offer of employment.  
               Every offer of employment involves a set of conditions  
               about which the prospective employee makes choices. When  
               unacceptable, the offer of employment is rejected.

               Finally, AB 335 sets a bad precedent for statutory  
               interference with the Constitutional right of parties to  
               contract. In doing so, the state is in essence writing  
               provisions of private parties' contracts.

          The Civil Justice Association of California (CJAC) is opposed to  
          the bill, stating:

               The Civil Justice Association of California supports  
               parties' right to freely contract as they wish. Contractual  
               relationships tend to differ from situation to situation,  
               and certain situations may be best served by a choice of  








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               law other than California's. 

               We have three primary concerns with the bill: It is  
               unnecessary, as California law already protects California  
               residents from unreasonable contract provisions and  
               unreasonable choice of law provisions. We should allow  
               judges to balance factors in individual cases to determine  
               if a choice of law clause is appropriate.  It sets a  
               dangerous precedent for prohibiting other choice of law  
               provisions. 

               CJAC argues that the bill is unnecessary. "California  
               residents are already protected from unjust contracts.   
               California courts are free to ignore contract terms  
               dictating a different choice of law if doing so would cause  
               a Californian to lose the protections of California law.   
               (America Online Inc. v Superior Court, 108 Cal. Rptr 2d  
               699, 702; Thomson v. Continental Insurance Company, 66 Cal.  
               2d 738.)

               CJAC argues in addition, "Judges should have the discretion  
               to allow forum selection clauses when appropriate.  If AB  
               335 becomes law, judges will be prevented from allowing  
               forum selection clauses when appropriate.  Not all  
               employees in California are similarly situated - think  
               about a highly paid entertainers or sports figures - and  
               they should not be treated similarly. We should not ban  
               forum selection clauses entirely, because they are  
               appropriate in certain situations.  A corporation  
               headquartered out of state who has some employees in  
               California may use a standard employment contract that  
               chooses the law of its home state, and they should be  
               allowed to do so.  Courts can and should exercise their  
               discretion as to whether, in a particular case, that clause  
               is reasonable or not. (Smith, Valentino & Smith, Inc. v.  
               Superior Court, 17 Cal.3d 491.)

               Finally, CJAC contends that "this bill starts us down the  
               proverbial slippery slope. Certain states have  
               well-developed complex law regarding certain areas:  
               Delaware and Corporations law, Connecticut and Insurance  
               law, for example, and many  non-residents of those states  
               use choice of law clauses to utilize the most well  
               developed and modern law.  California residents benefit  
               from seeing the development of that body of law.  This bill  








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               is the first step towards outlawing all choice of law  
               clauses in contracts, which would be detrimental to  
               California consumers, taxpayers and businesses. 

           Prior Related Legislation.   This bill is virtually identical to  
          AB 1043 (Swanson) of 2007, which passed out of this Committee,  
          and was eventually enrolled before being vetoed by the Governor  
          with the following veto message:

              This bill appears to create a solution in search of a  
              problem. California law currently ensures that employees  
              cannot be subjected to unconscionable contract provisions  
              that would force them to forego the protections of  
              California law or litigate their claims in an inappropriate  
              out-of-state forum. Moreover, this bill creates unnecessary  
              and unhelpful uncertainties for the employers and employees  
              concerning issues of federal preemption.  Lastly, I strongly  
              support the right of parties to freely contract for the  
              terms of their employment relationship. This bill  
              fundamentally conflicts with that policy.

          AB 1740 (Judiciary) of 2005 would have prohibited the  
          enforcement of provisions in consumer agreements which require  
          disputes to be resolved in a forum outside the State of  
          California.  That bill passed this Committee but was ultimately  
          not pursued in the Senate.
           
           REGISTERED SUPPORT / OPPOSITION  :   

           Support 

           California Employment Lawyers Association (sponsor)
          California Applicants' Attorneys Association
          California Labor Federation, AFL-CIO
          Consumer Attorneys of California


           Opposition 
           
          California Chamber of Commerce
          California Department of Industrial Relations
          Civil Justice Association of California

           Analysis Prepared by  :  Kevin G. Baker and Lakeisha Hood / JUD. /  
          (916) 319-2334 








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