Jones v. Gnc Franchising, Inc

211 F.3d 495 (9th Cir. 2000)

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Nature of the Case

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Facts

In January 1995 and August 1996, P and D entered into written agreements, including an Option Agreement and a Franchise Agreement, for Ps' store. Each agreement contains a choice of law clause requiring that it be 'interpreted and construed under the laws of the Commonwealth of Pennsylvania, which laws shall prevail in the event of any conflict of law.' Both agreements also contain a forum selection clause providing that any action instituted by a franchisee against D 'in any court, whether federal or state, shall be brought only within the Commonwealth of Pennsylvania in the judicial district in which Franchisor has its principal place of business; and the parties waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.' P filed suit in California state court alleging multiple causes of action. D timely removed the litigation to federal court, invoking diversity jurisdiction. D them moved to either dismiss or transfer venue to the Western District of Pennsylvania, citing 28 U.S.C. § 1406(a). The district court denied the motion to dismiss or transfer under § 1406(a), concluding that the forum selection clause was unenforceable because it contravened California's strong public policy against such provisions. The court also denied the motion to transfer under §1404(a) after weighing the relevant factors under the requisite 'interest of justice' analysis. D contends that the district court erred in concluding that California statutes embody a strong public policy interest precluding enforcement of the clause under federal law.