TLD's General Counsel Blog

Forum Selection Clauses: Are they Valid?

Employees who are under contract with companies outside of California may not be afforded California’s leading position in the protection of its workers, if the contract contains a forum-selection clause or a choice-of-law provision. If the employee files a case and the company is based outside of California, the employee may be forced to rely on that state’s labor laws to enforce their rights.

For the most part, forum-selection clauses are prima facie valid and enforceable.  It is rather difficult for employees to effectively argue the clause is unenforceable.  In order to be unenforceable, either 1) the inclusion of the clause must be a product of fraud/overreaching by the employer, 2) the employee would be denied his/her right to be heard in court if there was a forum change, or 3) the transfer would violate public policy of the forum where the suit was brought. With such a high standard to meet there have been many cases where forum-selection clauses have been enforced even with draconian results for the employee.

Is your Letter of Intent Enforceable?

In many transactions (including real estate transactions), the final contract is usually preceded by letters of intent to contract.  Are those letters of intent enforceable?  A recent case discussing this issue is Copeland v. Baskin-Robbins U.S.A. Copeland was in negotiations to purchase an ice cream manufacturing plant from Baskin-Robbins.  The two parties came to an agreement that Baskin-Robbins would buy 7 million gallons of ice cream from Copeland. After signing a letter of intent, Copeland returned it to Baskin-Robbins with a $3,000 deposit.  Although negotiations continued on certain details, Baskin-Robbins subsequently put an end to the negotiations and returned the deposit.  Copeland filed a claim for breach of contract.

Providing Reasonable Accommodations for Job Applicants

Most employers are well aware of the American's with Disabilities Act. Due to the often ambiguous provisions of this rule the number of attorneys who specialize in defending employers sued for violating the ADA has grown exponentially. Most HR managers are well versed in the dangers posed by their company's actions in respect to already retained personnel. However, there are other less prominent and yet equality important duties imposed by the ADA. Specifically, the ADA includes strict procedures which govern interview protocol.