Superior Court of California

County of Los Angeles

Department 78

FULLHOUSE TRADING, INC.,

Plaintiff,

          vs.

EGREEN TRANSPORT CORPORATION, et al.,

Defendants. Case No.: 23STCV07188

EGREEN TRANSPORT’S MOTIONS TO SET ASIDE DEFAULT AND CHANGE VENUE   

The motion to change venue is granted.

The parties are ordered to appear at the hearing (remotely or in person). A date for posting fees necessary to effectuate the change in venue will be set.

Moving party to provide notice and to file proof of service of such notice within five court days after the date of this order.

Discussion

Code Civ. Proc., Section 397 provides, in pertinent part, as follows: “[t]he court may, on motion, change the place of trial in the following cases…(a) when the court designated in the complaint is not the proper court” or when “(c) when the convenience of witnesses and the ends of justice would be promoted by the change.”

Defendant Egreen moves to change venue on the grounds that the parties agreed that the proper venue would be San Bernardino County in the subject lease agreement. Defendant provides the lease agreement, which states that “in any action to enforce any part or all of this Contract, all parties agree jurisdiction and venue shall be in the Superior Court, San Bernardino County, California.” (Motion to Change Venue, Exh. 1.)

Here Plaintiff (a corporation) has sued two corporate defendants, Egreen Transport Corporation and Mayrock Incorporated, as well as three individual defendants.  

In actions based on a contract involving individual defendants, venue is generally proper where (1) the contract is to be performed, (2) the contract was entered, and (3) where any defendant resides at the commencement of the action. (Code Civ. Proc., 395(a).)  In actions involving a corporate defendant, venue is proper (1) where the contract was made, (2) where the contract is to be performed; (3) whether the obligation or liability arises or the breach occurs; and (4) where the principal place of business of the corporation is located. (Code Civ. Proc. 395.5.)  

Where an action is brought against both corporate and individual defendants, venue is proper for the action as a whole if it is correct as to any defendant. (Buran Equipment Co. v. Superior Court (1987) 190 Cal.App.3d 1662, 1666.) Venue is correct at the residence of any individual defendant and is controlling at the option of that defendant. (Id.) In this context, a defendant’s residence may only be disregarded if the defendant was only named for the purpose of having the action tried in his county of residence. (Id.)

A venue selection clause is enforceable if the venue selected is proper under statutory venue provisions. (Battaglia Enterprises, Inc. v. Superior Court (2013) 215 Cal.App.4th 309, 317-318.) It follows that the venue selection clause is only unenforceable if it seeks to fix “venue in some location other than that allowed by statute,” as this would constitute a violation of public policy. (Id. at p. 317.)

Here, Los Angeles County is a proper venue because one of the Defendants, Hsiang Wen Chen, allegedly resides in Los Angeles County, California. (Compl., ¶5.) San Bernardino Count is also a proper venue because the contract was entered into and to be performed in Ontario, where the subject warehouse is located. (Compl. ¶9.) The Court takes judicial notice of the fact that the city of Ontario is located in San Bernardino County. Because San Bernardino is a proper venue, the venue selection clause in the parties’ contract is valid. 

At the last hearing on this matter, the Court ordered the parties to file supplemental briefing on whether the venue selection clause is still enforceable even though Defendant Wen  was not a signatory to the lease agreement containing the venue selection clause.

Egreen argues that the county of a defendant’s residence is not a preferred place of trial over the county where a contract is entered into. Additionally, the residence of Wen should be disregarded because Wen is not a necessary party to this action. Egreen argues that there are no allegations in the Complaint alleging any specific acts of fraud or theft by Wen. Plaintiff argues in opposition that Wen is a proper party in this action and does not address whether the venue selection clause is enforceable.

Both parties focus on whether Wen was properly named as a party to this action to contest whether the county of Wen’s residence is the proper venue. However, venue is correct if it is correct as to any defendant here unless a defendant exercises the option to move the action to the county of his residence. Here, Wen has not moved to change venue to Los Angeles County, does not oppose Egreen’s motion, and shares the same counsel as Egreen. Moreover, the standard articulated in Battaglia does not require a court to determine whether a particular county is a better county for trial, only whether a venue is proper for an action. Here, because San Bernardino is a proper venue and Wen has not exercised his option to keep this action in Los Angeles County, the venue selection clause is enforceable.

DATED: November 9, 2023

______________________________

Hon. Jill Feeney

Judge of the Superior Court