The Silver Rose Residences Association et al v. Silver Rose Residential Owner LP et al

B. BACKGROUND

Specially appearing cross-defendant O’Bryan moves, pursuant to Code of Civil Procedure section 418.10, subdivision (a)(2), to dismiss and/or stay this action – as to O’Bryan – on forum non conveniens grounds based on a contractual forum selection provision.

The action arises out of the design and construction of a subdivision of multiple singlefamily homes in Napa County. Plaintiff in the instant action is a homeowner’s association governing the ownership of the subject homes, while the companion case (Case No. 23CV000867) was initiated by some eight individual homeowners. Silver Rose Residential Owner LP (Silver Rose LP), Silver Rose GP, LLC, and Suffolk Construction Company, Inc. (Suffolk) were each named as a defendant in each of the actions. On October 27, 2023, Silver Rose LP, Silver Rose GP, and Suffolk filed cross-complaints in each action.1 On January 29, 2024, the Court consolidated the actions on stipulation of the parties. On October 21, 2025, Cross-Complainants filed a Second Moe Amendment substituting O’Bryan for Moe No. 156. As a result of the respective amendments, each Cross-Complaint asserts the following claims against O’Bryan: Negligence (Second Cause of Action), Total Implied Indemnity (Third Cause of Action), Implied Partial Indemnity (Fourth Cause of Action), Comparative Equitable Indemnity (Fifth Cause of Action), and Breach of Contract (Sixth Cause of Action).

As part of the Breach of Contract claim, Cross-Complainants allege that “Cross- Complainants are informed and believe and upon that basis allege that Cross-Defendants MOES 1 through 250, and each of them, entered into written agreements with Cross-Complainants for the completion of various work and/or services in connection with the Subject Property.” (See each Cross-Complaint at ¶ 53.)

In support of the instant motion, O’Bryan presents evidence that “[o]n or about March 18, 2016, O’Bryan and Silver Rose Property Owners, L.P. (‘Silver Rose Owners’) entered into an Agreement for Architectural Services (‘Agreement’) relating to ‘The Resort.’ From my review of O’Bryan’s job file I know that The Resort was a construction project in Napa County consisting of a Four Seasons Hotel with 85 luxury hotel rooms, and 20 private residences, and is the construction project that is the subject of this action (the ‘Project’).”2 (Declaration of Brittany Taylor at ¶ 2 and Exh. 1 (Taylor Decl.).)

There appears to be no dispute that the Project described in the Agreement is the construction project at issue in the instant litigation, and no dispute that Silver Rose Owners was Cross-Complainants’ predecessor in interest therein. (See, e.g., Opposition at 2:7-9 [“Cross- Defendant O’Bryan seeks dismissal or stay of this matter based on a Colorado forum-selection and arbitration provision contained in an upstream architectural services agreement executed a decade ago with a predecessor project owner”].)

By the instant motion, O’Bryan does not contend that the Court lacks jurisdiction over O’Bryan. Rather, O’Bryan prays the Court stay or dismiss the claims asserted against it through the Cross-Complaint on grounds that the Agreement contains a forum selection clause.

1 The Court refers herein to Silver Rose LP, Silver Rose GP, and Suffolk, collectively as Cross-Complainants. 2 The Court employs these defined terms herein.

The subject forum selection clause appears in the section of the Agreement titled “DISPUTE RESOLUTION.” (See Taylor Decl., Exh. 1 at § XI, p. 15.) It provides, in its entirety, that “[t]he parties agree that the courts located in the State of Colorado shall have exclusive jurisdiction over an action brought to enforce the rights and obligations created in or arising from this agreement to arbitrate, and each of the parties hereto irrevocably submits to the jurisdiction of said courts. Notwithstanding the above, application may be made by party to any court of competent jurisdiction wherever situated for enforcement of any judgment and the entry of whatever orders are necessary for such enforcement.” (Id. at subd. (E), p. 16.) The Agreement further provides that “[a]ny dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof shall be finally resolved by binding arbitration administered by the American Arbitration Association . . ..” (Taylor Decl., Exh. 1 at § XI(C), p. 16.) It provides that, “[t]he arbitrator(s) shall determine the rights and obligations of the parties according to the substantive laws of the State of Colorado (excluding conflicts of laws principles) as though acting as a court of the State of Colorado.” (Id. at subd. (H), p. 17.) Finally, Section XIV of the Agreement further provides that “[t]his Agreement shall be construed in accordance with the laws of the State of Colorado.”

C. LEGAL ANALYSIS

“In California, the procedure for enforcing a forum selection clause is a motion to stay or dismiss for forum non conveniens pursuant to Code of Civil Procedure sections 410.30 and 418.10 [citation], but a motion based on a forum selection clause is a special type of forum non conveniens motion.” (Berg v. Mtc Electronics Techs. Co. (1998) 61 Cal.App.4th 349, 358 (Berg).) “The factors that apply generally to a forum non conveniens motion do not control in a case involving a mandatory forum selection clause. [Citation.] . . . if there is a mandatory forum selection clause, the test is simply whether application of the clause is unfair or unreasonable, and the clause is usually given effect.” (Ibid.)

The Court finds, from reading the contract at a whole, a clear intention by the parties that “any controversy or claim arising out of or relating to” the Agreement would be resolved by arbitration in Colorado, pursuant to Colorado law, and a further intention that any motion to compel such arbitration should be brought exclusively in courts located in the State of Colorado. (Taylor Decl., Exh. 1 at § XI, pp. 15-17.) The Agreement, therefore, mandates that all disputes will be resolved by arbitration in Colorado, and that any motion to compel such arbitration may be brought only in Colorado courts. It therefore, in effect, contains a mandatory forum selection clause which compels an analysis under that line of case law.

Under California law, forum selection clauses appearing in contracts entered into freely and voluntarily by parties to arms’ length negotiations “are valid and may be given effect[] in the court’s discretion and in the absence of a showing that enforcement . . . would be unreasonable.” (Smith, Valentino & Smith, Inc. v. Superior Court (1976) 17 Cal.3d 491, 495-96 (Smith).) “‘A forum-selection provision will be disregarded if it is the result of overreaching or of the unfair use of unequal bargaining power or if the forum chosen by the parties would be a seriously inconvenient one for the trial of the particular action.’ [Citation.]” (Cal-State Business Products & Services, Inc. v. Ricoh (1993) 12 Cal.App.4th 1666, 1679 (Cal-State) [internal brackets

omitted].) “[I]n a contractual forum non conveniens motion, the trial court must determine if there is sufficient evidence to satisfy the requirements for invalidating a binding contract. If the trial court finds there are facts present which satisfy these criteria, it must act in a particular way; there is no discretion involved. The reviewing court is thus involved in determining the quantum of evidence adduced, not the manner in which factors were applied.” (Id. at 1681.)

Cross-Complainants argue that “[e]nforcing a Colorado arbitration forum for a single cross-defendant would undermine California’s ability to regulate construction professionals performing work affecting California housing.” (Opposition at 6:17-19.) Cross-Complainants fail, however, to provide any substantive discussion in support of the argument. Cross- Complainants cite to certain statutory schemes in California providing specific rights in the context of construction defect claims, and Cross-Complainants cite to caselaw suggesting that courts will refuse to enforce a mandatory forum selection clause where such enforcement would result in a party being denied rights in violation of California public policy. (See id. at 6:12-14.) Cross-Complainants fail, however, to discuss Colorado law relating to construction defects – either generally or as specifically relevant to their claims in this action – and fail to suggest that Colorado law on relevant issues differs substantially from California law. Cross-Complainants, therefore, fail to persuade the Court that enforcement of the subject forum selection clause would either “diminish the rights afforded by California statutes or frustrate state regulatory interests.” (Ibid.)

Cross-Complainants next contend that “[e]ven assuming the forum-selection clause is facially valid, the Court must weigh the forum non conveniens factors” and cite to Stangvik v. Shiley Inc. (1991) 54 Cal.3d 744, 751.) That case, however, involved a non-contractual forum non conveniens motion. (See ibid.) That analysis is markedly different from the one applied to the question of enforceability of a forum selection clause. As noted above, “[t]he factors that apply generally to a forum non conveniens motion do not control in a case involving a mandatory forum selection clause. [Citation.]” (Berg, supra, 61 Cal.App.4th at 358.) “In ruling on a forum non conveniens motion where no contract is involved, the lower tribunal decides whether or not to exercise jurisdiction based on the evidence before it in light of legally prescribed criteria. Some criteria may be present, some not; ultimately, the review does not depend upon the sufficiency of the evidence before the lower tribunal but whether it correctly applied the pertinent criteria. On the other hand, in a contractual forum non conveniens motion, the trial court must determine if there is sufficient evidence to satisfy the requirements for invalidating a binding contract. If the trial court finds there are facts present which satisfy these criteria, it must act in a particular way; there is no discretion involved.” (Cal-State, supra, 12 Cal.App.4th at 1680-1681.)

Cross-Complainants fail to show that the Agreement is unenforceable or that it should be invalidated.

Finally, Cross-Complainants assert that “[e]ven if the Court were to consider alternative dispute resolution, dismissal is improper. A stay would likewise prejudice ongoing discovery, expert coordination, mediation efforts, and trial preparation in case already subject to detailed Case Management Orders.” (Opposition at 8:17-19.) Cross-Complainants fail, however, to suggest why dismissal is improper.

Based on the foregoing, the motion is GRANTED. O’Bryan is hereby dismissed from the action without prejudice to Cross-Complainants’ rights to assert their claims against O’Bryan consistent with the terms of the Agreement.

Kristy Clemmer v. State of California 23CV001412 Department of Transportation et al

DEFENDANT SOSCOL & SHELTER NAPA, LLC’S MOTION FOR DETERMINATION OF GOOD FAITH SETTLEMENT

TENTATIVE RULING: The motion is GRANTED.

Defendant Soscol & Shelter Napa, LLC (S&S) moves, pursuant to Code of Civil Procedure section 877.6, for an order determining that the settlement agreement between La Bella Terra Wrought Iron Works and S&S is entered into in good faith.

“[T]he intent and policies underlying section 877.6 require that a number of factors be taken into account including a rough approximation of plaintiffs' total recovery and the settlor's proportionate liability, the amount paid in settlement, the allocation of settlement proceeds among plaintiffs, and a recognition that a settlor should pay less in settlement than he would if he were found liable after a trial. Other relevant considerations include the financial conditions and insurance policy limits of settling defendants, as well as the existence of collusion, fraud, or tortious conduct aimed to injure the interests of nonsettling defendants.” (Tech-Bilt, Inc. v. Woodward-Clyde & Associates (1985) 38 Cal.3d 488, 499.)

However, a party objecting that a settlement lacks good faith has the burden of proving the issue. (Code Civ. Proc. §877.6.) Therefore, “when no one objects, the barebones motion which sets forth the ground of good faith, accompanied by a declaration which sets forth a brief background of the case is sufficient.” (City of Grand Terrace v. Super. Ct. (1987) 192 Cal.App.3d 1251, 1261.) In such case, the trial court is not required “to consider and weigh the Tech-Bilt factors.” (Ibid.)

The present motion is unopposed. The Court finds that it sets forth the ground of good faith and is accompanied by a declaration sufficient to set forth a brief background of the case. On this basis, the Court finds that the settlement entered into between Plaintiffs and moving Defendant is a settlement in good faith pursuant to Code of Civil Procedure Section 877.6. (City of Grand Terrace v. Super. Ct., supra, 192 Cal.App.3d at 1261.)

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