California Supreme Court Resolves Long-Running Dispute Over Delaware Forum Selection Clauses

By Jason Spitalnick, Howard M. Privette, and Hannah Wolf¹

In a closely watched decision issued on July 21, 2025, the California Supreme Court, in EpicentRx, Inc. v. Superior Court, held that a forum selection clause requiring shareholder lawsuits to be brought in the Delaware Court of Chancery is enforceable — even though the Court of Chancery does not provide a right to trial by jury. The decision brings long-awaited clarity to an issue at the intersection of California’s strong constitutional commitment to civil jury trials and the widespread use of Delaware forum selection provisions in corporate governing documents. It also signals that California’s highest court is aligned with the national trend favoring enforcement of corporate forum selection provisions.

EpicentRx, Inc. (EpicentRx) is a Delaware corporation with its principal place of business in California. Minority shareholder EpiRx, L.P. sued EpicentRx and its controlling shareholder in California Superior Court, asserting claims including breach of fiduciary duty, fraud, and unfair business practices. The defendants moved to dismiss on the ground offorum non conveniens, invoking mandatory forum selection clauses in EpicentRx’s certificate of incorporation and bylaws that require all internal corporate disputes to be litigated in the Delaware Court of Chancery. Plaintiff opposed the motion, arguing that the forum selection clause was unenforceable under California law because it deprived plaintiff of the right to a jury trial.

The trial court and California’s Fourth District Court of Appeal ruled in plaintiff’s favor, deeming the forum selection clause unenforceable because it constituted a “de facto pre-dispute waiver of the right to a trial by jury.” The Court of Appeal’s opinion reflected the assertive posture California courts have often taken in considering whether Delaware forum selection clauses are enforceable with respect to companies headquartered or doing significant business in California. This jurisprudence had created meaningful uncertainty for Delaware corporations operating in the state.

In reversing the Court of Appeal, the California Supreme Court began from the premise that forum selection provisions serve important commercial purposes and should generally be enforced absent a clear violation of public policy. The Court acknowledged California’s policy in favor of the right to trial by jury, but concluded that the right is procedural rather than substantive, and therefore pertains only to cases litigated in California courts. Accordingly, the Court held that enforcing a forum selection clause designating a non-jury forum like the Court of Chancery does not constitute a waiver of the right to a jury trial. As Chief Justice Patricia Guerrero wrote for the unanimous Court: “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.” The Court did, however, leave open the possibility that California’s public policy in favor of jury trials could, “in combination with other factors,” be relevant to the enforceability of a forum selection clause.

The ruling in EpicentRx brings California into alignment with most other jurisdictions that routinely uphold forum selection clauses related to corporate internal affairs. The decision is especially significant because California courts have, in the past, expressed skepticism about Delaware forum selection provisions. For companies and practitioners, the decision adds a measure of commercial certainty and reinforces the advisability of incorporating carefully drafted forum selection provisions into foundational corporate documents. Companies and their counsel should take this opportunity to review and, if necessary, update their governance documents to ensure that forum selection clauses are properly tailored to withstand judicial scrutiny.