On July 21, 2025, the California Supreme Court issued a decision in EpicentRx, Inc. v. Superior Court of San Diego County, which held that an exclusive forum-selection clause designating a forum where a civil jury trial would be unavailable—such as the Delaware Court of Chancery—is not barred by California’s public policy favoring jury trials. This ruling delivers a measure of commercial certainty for Delaware corporations with stockholders residing in California.
Background
The lawsuit was brought by a minority stockholder of EpicentRx, Inc. (the “Company”), a Delaware corporation headquartered in California. The minority stockholder filed suit in California state court against the Company, its controlling stockholder, and various individuals, asserting claims for breach of fiduciary duty, breach of contract, fraud, and others. The Company argued that the dispute must be brought in the Delaware Court of Chancery pursuant to the mandatory forum-selection clause in the Company’s certificate of incorporation and bylaws, which required most stockholder lawsuits against the corporation to be brought exclusively in the Delaware Court of Chancery. The trial court and the appellate court ruled that the forum-selection clauses were unenforceable as contrary to California public policy because the Delaware Court of Chancery does not provide a right to a jury trial and thus the forum-selection clauses were similar to an unenforceable predispute jury trial waiver.
California Supreme Court’s Ruling
The California Supreme Court reversed, holding that while California maintains a strong public policy in favor of a right to jury trials, that policy does not override a clause designating a forum that does not provide such a right. In analyzing relevant provisions of California’s Constitution and statutory law, the Court concluded that California’s civil jury trial right is a procedural right, not a substantive right, and it protects litigants only in California courts. In other words, California’s right to a jury trial pertains only to “the jury trial right in California courts, not elsewhere.” The Court also noted that “California does not have a strong public policy against forum selection clauses or agreements to litigate in a jurisdiction that does not recognize the same civil jury trial right” as California. Lastly, the Court framed its decision as consistent with the “modern trend” favoring enforceability of such clauses, reasoning that agreed upon forum-selection provisions bring “vital certainty” to commercial transactions.
Although the ruling supplies significant predictability for companies that designate the Delaware Court of Chancery (or other forums) as their exclusive forum for intra-corporate disputes, the Court left open the possibility that California’s strong public policy in favor of the right to a jury trial “might be relevant, in combination with other factors, to the enforceability of a forum selection clause in other contexts or under other theories.” But a forum-selection clause is not unenforceable on public policy grounds solely because of the clause’s impact on a plaintiff’s civil jury trial right.
Key Takeaway
“A forum selection clause is not unenforceable simply because it requires the parties to litigate in a jurisdiction that does not afford civil litigants the same right to trial by jury as litigants in California courts enjoy.” In other words, a valid forum-selection clause in a company’s charter or bylaws that selects the Delaware Court of Chancery as the exclusive forum for intra-corporate disputes remains enforceable in California.
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