Ronald Guadagno vs Argano Ultimate Holdings LLC et al

On April 13, 2026, Guadagno filed supplemental points and authorities in support of the motion for preliminary injunction. On April 27, 2026, Defendants filed a supplemental brief responding to the court's questions. On May 6, 2026, Guadagno filed opposition to the motion to dismiss or stay on the ground of inconvenient forum.

Analysis: (1) Motion for Preliminary Injunction (A) Comity Guadagno has filed this motion for a preliminary injunction to enjoin Defendants from enforcing the post-employment restrictive covenants in the "Confidentiality and Non-Solicitation Agreement" between Defendants and Guadagno. (Notice, p. 2.) Defendants initially respond that this court cannot enjoin prosecution of a federal court action in Texas. (Opposition, at p. 1.) Guadagno responds by emphasizing that Labor Code section 925 allows him to void the affected provisions and Guadagno is not seeking to enjoin litigation, just enforcement of an unenforceable restrictive covenant.

Defendants cite Biosense Webster, Inc. v. Superior Court (2006) 135 Cal.App.4th 827 (Biosense) in support of their argument. In Biosense, a California corporation with its principal place of business in California hired an engineer and two professional educations specialists, all California residents. (Id. at p. 830.) Upon accepting employment, the employees signed non-competition and non-solicitation agreements with the corporation. (Id. at pp. 830-831.) These agreements included New Jersey forum and choice of law provisions. (Id. at p. 831.) The employees subsequently accepted employment with a competitor of the corporation. (Ibid.) After receiving cease-and-desist letters from the corporation, the employees filed an action in California and obtained a temporary restraining order (TRO) enjoining the corporation from commencing or taking any action other than in the California state court to enforce any noncompetition agreement or any restrictive covenant. (Id. at p. 833.) On writ review, the Biosense court directed the trial court to vacate its TRO. (Biosense, supra, 135 Cal.App.4th at p. 840.)

The Biosense court found the TRO to be irreconcilable with the California Supreme Court's decision in Advanced Bionics Corp. v. Medtronic, Inc. (2002) 29 Cal.4th 697 (Advance Bionics), "which held that a TRO enjoining a party in a California action from taking any action in a Minnesota proceeding involving the same dispute over a covenant not to compete was improper under principles of judicial restraint and comity." (Biosense, at p. 835.) The Biosense court summarized the import of Advanced Bionics: "[T]he Supreme Court [in Advanced Bionics] recognized that while California courts have the power to issue a TRO or antisuit injunction restraining proceedings in a sister state, '[t]he significant principles of judicial restraint and comity inform that we should use that power sparingly.' [Citation.] The court noted that 'the use of injunctive relief "to prohibit a person from resorting to a foreign court is a power rarely and sparingly employed, for its exercise represents a challenge, albeit an indirect one, to the dignity and authority of that tribunal." ' [Citation.] The court also noted that 'potentially conflicting judgments naturally result from parallel proceedings but do not provide a reason for issuing a TRO.' [Citation] The court concluded that 'enjoining proceedings in another state requires an exceptional circumstance that outweighs the threat to judicial restraint and comity principles.' [Citation.] The court specifically rejected the argument that California's strong public policy against noncompetition agreements provided the exceptional circumstance warranting the TRO: 'We agree that California has a strong interest in protecting its employees from noncompetition agreements under [Business and Professions Code] section 16600. But even assuming a California court might reasonably conclude that the contractual provision at issue here is void in this state, this policy interest does not, under these facts, justify issuance of a TRO against the parties in the Minnesota court proceedings.' [Citation.] The court made clear that the Minnesota action did not divest California of jurisdiction and that Advanced Bionics remained free to litigate the California action." (Biosense, supra, 135 Cal.App.4th at pp. 836-837, fn. omitted.)

The Biosense court also agreed that the TRO was improper to the extent it enjoined filing or prosecution of any action in federal court outside of California. (Biosense, supra, 135 Cal.App.4th at p. 839.) Citing three decisions of the United States Supreme Court, the Biosense court noted that "state courts are without power to enjoin the commencement or prosecution of in personam actions in federal court." (Ibid.)

Guadagno argues that Biosense and the cases cited by Biosense are distinguishable because "Guadagno seeks only to enjoin Defendants' assertion of a breach of Restrictive Covenant Agreement in the Texas Action when the provisions the Defendants seek to enforce are void and unenforceable under California law." (Reply, at pp. 3-4.) The difficulty with Guadagno's argument is that the order sought by Guadagno, by its terms, would interfere with Defendants prosecution of the Texas Action. Defendants have a right to assert claims in federal court. Essentially, if Defendants continue to assert a claim in federal court which would be enjoined by this court, Guadagno would seek to hold Defendants in contempt by virtue of their federal court filings. The difference between Biosense and this case is that in this case Guadagno seeks to enjoin certain claims being asserted (or to be asserted) by Defendants rather than the entire action. "For the heart of the rule as declared by this Court is that: [¶] '... where the jurisdiction of a court, and the right of a plaintiff to prosecute his suit in it, have once attached, that right cannot be arrested or taken away by proceedings in another court. The fact, therefore, that an injunction issues only to the parties before the court, and not to the court, is no evasion of the difficulties that are the necessary result of an attempt to exercise that power over a party who is a litigant in another and independent forum.' " (Donovan v. City of Dallas (1964) 377 U.S. 408, 413 [84 S.Ct. 1579, 12 L.Ed.2d 409], quoting Peck v. Jenness (1849) 48 U.S. 612, 625 [12 L.Ed. 841].)

This court is thus unlikely to have power to issue an order to enjoin the assertion of a claim in the Texas Action. Apart from the question of constitutional power, there is the more general problem of comity. "Judicial restraint and comity concerns are present whether a court is restraining a litigant from filing suit in a foreign court or from proceeding with an action already pending in another forum." (Biosense, supra, 135 Cal.App.4th at p. 837.) Guadagno has not demonstrated exceptional circumstances that would justify an exception here. (See Advanced Bionics, supra, 29 Cal.4th at p. 708.)

(B) Available Legal Remedy "A party seeking injunctive relief must show the absence of an adequate remedy at law." (Department of Fish & Game v. Anderson-Cottonwood Irrigation Dist., supra, 8 Cal.App.4th at p. 1564.) As to available alternative remedies to this requested preliminary injunction, the issue is not whether California is the appropriate forum to resolve this dispute, but, as Guadagno repeatedly points out, whether Defendants may assert provisions of the Agreement against Guadagno consistent with California law. As discussed above, the parties are already litigating the issues presented by this motion for preliminary injunction in the Texas Action. The fact that the action is in Texas does not preclude the District Court from applying California law where appropriate. "The laws of the several states, except where the Constitution or treaties of the United States or Acts of Congress otherwise require or provide, shall be regarded as rules of decision in civil actions in the courts of the United States, in cases where they apply." (28 U.S.C. § 1652.) If, under choice-of-law principles, California law applies to the Agreement, there is no reason to believe that the District Court would not apply California law to the same extent as a California court. (See Maxxim Medical, Inc. v. Michelson (S.D. Tex. 1999) 51 F.Supp.2d 773, 778-783, revd. on other grounds (5th Cir. 1999) 182 F.3d 915.) There is no showing here that Guadagno would not be able to assert California law in the District Court to reach the same unenforceability determination that Guadagno would be able to assert in this court. The remedy of asserting such a claim in the ongoing Texas Action, including seeking provisional relief in the District Court or by asserting defenses to Defendants' claims, is an adequate remedy at law. This provides an alternative basis for denying the preliminary injunction in this court.

(C) Preliminary Injunction Framework The above discrete issues fit into the standard framework for determining a preliminary injunction. The burden is on the plaintiff, as the party seeking injunctive relief, to show all elements necessary to support issuance of a preliminary injunction. (O'Connell v. Superior Court (2006) 141 Cal.App.4th 1452, 1481.) A preliminary injunction is available "[w]hen it appears by the complaint or affidavits that the commission or continuance of some act during the litigation would produce waste, or great or irreparable injury, to a party to the action." (Code Civ. Proc., § 526, subd. (a)(2).) "The trial courts consider two interrelated questions in deciding whether to issue a preliminary injunction: 1) are the plaintiffs likely to suffer greater injury from a denial of the injunction than the defendants are likely to suffer from its grant; and 2) is there a reasonable probability that the plaintiffs will prevail on the merits. [Citations.] '[By] balancing the respective equities of the parties, [the court] concludes that, pending a trial on the merits, the defendant should or that he should not be restrained from exercising the right claimed by him.' [Citations.]" (Robbins v. Superior Court (1985) 38 Cal.3d 199, 206.)

Guadagno focuses upon the unenforceability of the provisions of the Agreement. "An employer shall not require an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that would do either of the following: "(1) Require the employee to adjudicate outside of California a claim arising in California. "(2) Deprive the employee of the substantive protection of California law with respect to a controversy arising in California." (Lab. Code, § 925, subd. (a).) "Any provision of a contract that violates subdivision (a) is voidable by the employee, and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in California and California law shall govern the dispute." (Lab. Code, § 925, subd. (b).) "In addition to injunctive relief and any other remedies available, a court may award an employee who is enforcing his or her rights under this section reasonable attorney's fees." (Lab. Code, § 925, subd. (c).) "This section shall not apply to a contract with an employee who is in fact individually represented by legal counsel in negotiating the terms of an agreement to designate either the venue or forum in which a controversy arising from the employment contract may be adjudicated or the choice of law to be applied." (Lab. Code, § 925, subd. (e).) "This section shall apply to a contract entered into, modified, or extended on or after January 1, 2017." (Lab. Code, § 925, subd. (f).)

Business and Professions Code "[s]ection 16600 states: 'Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." The chapter excepts noncompetition agreements in the sale or dissolution of corporations (§ 16601), partnerships (ibid.; § 16602), and limited liability corporations (§ 16602.5). In the years since its original enactment as Civil Code section 1673, our courts have consistently affirmed that section 16600 evinces a settled legislative policy in favor of open competition and employee mobility. [Citation.] The law protects Californians and ensures 'that every citizen shall retain the right to pursue any lawful employment and enterprise of their choice.' [Citation.] It protects 'the important legal right of persons to engage in businesses and occupations of their choosing.' [Citation.]" (Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, 945-946.) "Under the statute's plain meaning, therefore, an employer cannot by contract restrain a former employee from engaging in his or her profession, trade, or business unless the agreement falls within one of the exceptions to the rule." (Id. at pp. 946-947.) "Noncompetition agreements are invalid under section 16600 in California, even if narrowly drawn, unless they fall within the applicable statutory exceptions of sections 16601, 16602, or 16602.5." (Id. at p. 955.)

Business and Professions Code section 16600 now provides: "Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." (Bus. & Prof. Code, § 16600, subd. (a).) "This section shall be read broadly, in accordance with Edwards v. Arthur Andersen LLP (2008) 44 Cal.4th 937, to void the application of any noncompete agreement in an employment context, or any noncompete clause in an employment contract, no matter how narrowly tailored, that does not satisfy an exception in this chapter." (Bus. & Prof. Code, § 16600, subd (b)(1).) "This subdivision does not constitute a change in, but is declaratory of, existing law." (Bus. & Prof. Code, § 16600, subd. (b)(2).) "This section shall not be limited to contracts where the person being restrained from engaging in a lawful profession, trade, or business is a party to the contract." (Bus. & Prof. Code, § 16600, subd. (c).)

Guadagno has presented evidence that he has always worked in California. (Guadagno decl., ¶¶ 2, 4.) The Agreement was presented to Guadagno in April 2024, while he resided and worked in California. (Guadagno decl., ¶¶ 9-11.) Guadagno resigned from Argano on February 14, 2025. (Guadagno decl., ¶ 12.) On March 3, 2025, Guadagno began working from Donyati, LLC (Donyati), as its Chief Revenue Officer. (Ibid.) In addition to being forced to defend himself in Texas, "because of Defendants' lawsuit, [Guadagno has] been prohibited from utilizing the skills, expertise, industry-know-how, and professional contacts that [he] had spent years developing." (Guadagno decl., ¶ 16.) Guadagno further states that he has suffered reputational damage from Defendants' lawsuit. (Guadagno decl., ¶ 15.)

In assessing the relative harms, the court must consider the impact of the pending Texas Action. As stated above, Guadagno couches his harm largely as stemming from the claims being asserted in the Texas Action. If the court were erroneously to deny the preliminary injunction on the grounds that this court will not interfere with the prosecution of the Texas Action, Guadagno is left to seek a remedy in the District Court and will continue to suffer the harms asserted until final disposition of these issues only to the extent that the District Court does not provide provisional relief. While Guadagno's ability to work with Donyati has been impeded, the evidence presented is conclusory as to the specific impact on Guadagno. In other words, if the court were to issue a preliminary injunction limited to avoiding interference with competitive employment (to the extent otherwise authorized under California law) but excluding interference with the prosecution of the Texas Action, the evidence presented does not persuade the court that such an injunction would provide substantial relief to Guadagno.

If the court were erroneously to grant the preliminary injunction, the harm to Defendants would be of two types. To the extent the injunction covered conduct in the Texas Action, Defendants' prosecution of their claims in the Texas Action would be substantially impeded contrary to Defendants' rights to pursue federal litigation. If Defendants' claims prove correct substantively, Defendants would also be deprived of the benefit of their bargain in limiting competitive activity by a former employee. This latter issue is constrained by the enforceability, or extent of enforceability, of the anti-competitive provisions of the Agreement applying applicable law.

In weighing these harms, under peculiar circumstances here, the harms weigh in favor of denying the injunction. The court notes in particular that there is evidence that Guadagno has not taken procedural steps in the Texas Action to transfer the claim against him to be heard by a California federal court and has instead provided evidence to the District Court that it is preferable for Guadagno to litigate with other Donyati defendants in Texas federal court. (Chang decl., ¶¶ 1-7 & exhibit 1.) Guadagno's harms may be substantially mitigated by seeking and, if appropriate, obtaining injunctive or other relief in the District Court.

With respect to the likelihood of success on the merits, there are two aspects to this issue. First, for the reasons discussed above, the court concludes that there is a low likelihood of success on the merits as to an injunction that prohibits or impedes the Texas Action. Second, and on the other hand, Guadagno has shown a likelihood of success on the merits that the provisions of the Agreement at issue are at least to some extent unenforceable. The evidence shows a likelihood that California law will apply to the Agreement as it relates to non-competition provisions. For example, in Application Group, Inc. v. Hunter Group, Inc. (1998) 61 Cal.App.4th 881 (Application Group), a Maryland-based computer consultant was recruited to work in California by a California-based corporation. (Id. at p. 884.) The consultant previously worked for a Maryland-based employer with whom the consultant had an employment agreement including a covenant not to compete and a Maryland choice of law provision. (Id. at p. 888.) Applying California's choice of law analysis, the Application Group court affirmed that California law applied notwithstanding the contractual choice of law provision and Maryland law enforcing covenants not to compete. (Id. at pp. 894-905.)

The non-solicitation provision in the Agreement here includes the following provision: "Participant agrees that Participant shall not, during his term as an employee, consultant or non-employee manager of the Company or any Subsidiary thereof, and for a period of twelve (12) months following the termination of such status for any reason, within the Restricted Area, individually or in conjunction with others, directly or indirectly, whether for his own account or that of any other Person: "i. solicit, call on, transact or engage in any direct or indirect business activity for a purpose competitive with the business of the Company or any of its Subsidiaries, with any distributors, suppliers, experts or customers of the Company or any Subsidiary thereof with whom Participant shall have dealt on behalf of the Company or any of its Subsidiaries at any time during the period commencing one (1) year immediately prior to any termination of his relationship with the Company." (Chang decl., exhibit 6, p. 80; Complaint, exhibit A, p. 16 [Agreement, § 3(A)(i)].) "Restricted Area" is defined as anywhere in the United States. (Agreement, § 1(B).)

The evidence shows a likelihood that the non-solicitation agreement is not enforceable to a significant degree. The non-solicitation agreement provides that Guadagno may not "transact or engage in any direct or indirect business activity for a purpose competition with the business of the Company" for a period of 12 months following termination. Such a provision would likely be held to violate Business and Professions Code section 16600 as a covenant not to compete. (See AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923, 936; Application Group, supra, 61 Cal.App.4th at p. 895.) California does not enforce employee covenants not to compete not falling within a statutory exception, even if narrowly tailored (Edwards v. Arthur Andersen LLP, supra, 44 Cal.4th at p. 955) or if based upon a theory of inevitable disclosure of trade secrets (Whyte v. Schlage Lock Co. (2002) 101 Cal.App.4th 1443, 1463).

Balancing these interests, the court concludes that Guadagno has not met his burden to show entitlement to issuance of a preliminary injunction. Guadagno's principal interests to be protected by this injunction are to limit Defendants' prosecution of the Texas Action and thereby to avoid harm arising from litigating the Texas Action. Guadagno has an adequate remedy consistent with comity and federalism issues, to seek redress in the Texas Action. Weighing all of the evidence and arguments of the parties, the court concludes that the balance of the equities favors denial of the motion. Accordingly, Guadagno's motion for issuance of a preliminary injunction will be denied.

(2) Motion to Stay or Dismiss Defendants move to stay or to dismiss this action on the grounds of the forum selection clause in the Agreement. "A defendant, on or before the last day of his or her time to plead or within any further time that the court may for good cause allow, may serve and file a notice of motion for one or more of the following purposes: [¶] ... [¶] (2) To stay or dismiss the action on the ground of inconvenient forum." (Code Civ. Proc., § 418.10, subd. (a)(2).)

Defendants rely upon the forum selection clause of the Agreement: "The sole and exclusive venue for any dispute arising from or relating to this Agreement shall be in the State of Texas." (Agreement, § 7(C).) Forum selection clauses " 'typically will be enforced, absent a showing that enforcement of the forum selection clause would be unfair or unreasonable. [Citations.] "This favorable treatment is attributed to our law's devotion to the concept of one's free right to contract, and flows from the important practical effect such contractual rights have on commerce generally." ' [Citation.]" (EpicentRx, Inc. v. Superior Court (2025) 18 Cal.5th 58, 74 (EpicentRx).) " 'In the context of forum selection clauses, enforcement is considered unreasonable where "the forum selected would be unavailable or unable to accomplish substantial justice" or there is no "rational basis" for the selected forum. [Citation.]' [Citation.] ' " ' "Mere inconvenience or additional expense is not the test of unreasonableness ..." ' for a mandatory forum selection clause. [Citation.]" [Citation.] A clause is reasonable if it has a logical connection with at least one of the parties or their transaction.' [Citation.]" (Korman v. Princess Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 216.)

The District Court in Texas is shown to be reasonable as a forum because there is a logical connection between the parties and Texas and, as discussed in the context of the preliminary injunction, the District Court is not shown to be unavailable or unable to accomplish substantial justice. "One exception to this general rule of enforceability is grounded in public policy. California courts have held that 'a forum selection clause will not be enforced if to do so would bring about a result contrary to the public policy of this state.' [Citations.]" (EpicentRx, supra, 18 Cal.5th at p. 74.)

Guadagno opposes the motion on the grounds that enforcement of the forum selection clause is contrary to the public policy expressed in Labor Code section 925, subdivision (a), quoted above. (See EpicentRx, supra, at p. 77 [identifying section 925 as an example of the Legislature's determination of enforcement against public policy].) Guadagno argues that he has invoked section 925, subdivision (b) to avoid that provision: "Any provision of a contract that violates subdivision (a) is voidable by the employee, and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in California and California law shall govern the dispute." (Lab. Code, § 925, subd. (b).) Defendants respond that Guadagno has waived the application of Labor Code section 925 by Guadagno's participation in the Texas Action. Guadagno replies to this argument that he did not waive his rights simply by appearing in the District Court. (Opposition, at p. 12.) Guadagno expressly invoked subdivision (b) in a notice to Defendants' counsel. (Opposition, exhibit E.)

The case of LGCY Power, LLC v. Superior Court (2022) 75 Cal.App.5th 844 (LGCY Power) is instructive. In LGCY Power, a Utah employer employed a California resident as a sales representative. (Id. at p. 850.) The employee, and other employees, left the employer and started a competing company. (Ibid.) The employer filed an action in Utah against all of these employees asserting breach of noncompetition, nonsolicitation, and confidentiality provisions of their employment agreements. (Id. at pp. 850-851.) Most of these employees filed a joint cross-complaint in the Utah action; rather than joining this cross-complaint, the California employee filed an action in California state court asserting essentially the same claims as in the cross-complaint. (Id. at p. 851.) The employer demurrer in California state court, contending that the California action violates both California's and Utah's compulsory cross-complaint statutes. (Ibid.) The trial court overruled the demurrer on the grounds that Labor Code section 925 provided an exception to the compulsory cross-complaint requirements. (Ibid.)

On writ review in LGCY Power, the appellate court explained the interplay between section 925 and California's compulsory cross-complaint statute of Code of Civil Procedure section 426.30, subdivision (a): "Section 925, subdivision (b), provides that in any instance in which a contractual provision that violates subdivision (a) is rendered void at the employee's request, 'the matter shall be adjudicated in California and California law shall govern the disputes.' ... This language clearly evinces a legislative intent that all cases and controversies that fall within section 925's purview be litigated in California. Consistent with this interpretation is the fact that section 925 provides no exceptions to its applicability, even for instances in which the employer has already filed a pending action against the employee in another state. "There will, of course, be instances, as in this case, where the employer will file suit first in a sister state, the employee will move the sister state's court to dismiss the action on section 925 grounds, and the court will deny the employee's motion, thereby keeping the employer's suit pending in the sister state. But the fact that there will be such instances does not make any less clear the California Legislature's intent that all cases and controversies--or at least as many as possible--that fall under section 925 be adjudicated in California. Since section 925 was intended to apply in every case or controversy in which its criteria are satisfied, we conclude it is a statutory exception to Code of Civil Procedure section 426.30, subdivision (a)." (LGCY Power, supra, 75 Cal.App.5th at pp. 862-863.)

The employer further argued that section 925 did not apply to the employee because the employee had not obtained a court order voiding the exclusive forum provision before filing his California complaint. (LGCY Power, supra, 75 Cal.App.5th at p. 865.) The court rejected this argument by first noting that the employer "is probably correct that, under section 925, a violative forum selection clause is not void until a court renders a decision ruling it void. That is to say, a violative clause does not become void simply by the employee declaring an intent to void it. We believe this is probably a correct interpretation of section 925 because subdivision (b) requires that a violative 'provision [be] rendered void at the request of the employee[.]' ... In our view, the most plausible interpretation of this language is that an employee is required to request a court to render a decision that the offending clause is void." (Id. at pp. 863-864.) "Since section 925 does not state a time limit for requesting to void a violative provision, we would apply notions of fairness and reasonableness in this situation to determine whether [the employee's] request to void was timely. But before applying these notions here, we first would need to conclude [the employee] made such a request to the court and the court did issue such an order." (Id. at p. 964.) The LGCY Power court concluded that the employee did request that the court void the provision and that the trial court impliedly did so by overruling the employer's demurrer. (Id. at pp. 864-865.)

Significant to this discussion is that section 925 provides that a forum selection provision is voidable, not void. As stated in the legislative history for section 925, enforcement of the forum selection provision is at the election of the employee: "Similarly, this bill allows California employees the choice to adjudicate their claims outside of California. Although California law provides broad protections for California employees, there may be an instance where an employee wants to adjudicate a claim outside of California or to have another forum's laws govern the dispute. To that end, this bill allows an employee subject to such a contractual provision the option of voiding those outside-of-California clauses. By making these provisions voidable (rather than void), this bill ensures that employees are not coerced into signing away their rights under California law." (Assem. Floor Analysis, 3d reading analysis of Sen. Bill No. 1241 (2015-2016 Reg. Sess.) as amended Aug. 29, 2016, italics omitted.)

"Case law is clear that ' "[w]aiver is the intentional relinquishment of a known right after knowledge of the facts.' [Citations.] The burden ... is on the party claiming a waiver of a right to prove it by clear and convincing evidence that does not leave the matter to speculation, and "doubtful cases will be decided against a waiver" [citation].' [Citations.] The waiver may be either express, based on the words of the waiving party, or implied, based on conduct indicating an intent to relinquish the right." (Waller v. Truck Ins. Exchange, Inc. (1995) 11 Cal.4th 1, 31.) "[A] statutory benefit may be waived if (1) the statute does not prohibit waiver, (2) the statute's public purpose is incidental to its primary purpose, and (3) the waiver does not seriously undermine any public purpose the statute was designed to serve." (Lanigan v. City of Los Angeles (2011) 199 Cal.App.4th 1020, 1030.) As the above discussion demonstrates, the statutory right of section 925 is a voluntary right of the employee and as such may be waived.

Defendants assert that Guadagno's conduct in the Texas Action evidences waiver. The Texas Action was filed on September 23, 2025, in the Marshall Division of the Eastern District of Texas. (Chang decl., ¶ 1 & exhibit 1.) On December 11, 2025, three defendants in the Texas Action other than Guadagno made a motion to transfer the Texas Action from the Marshall Division to the Sherman Division of the Eastern District of Texas on the basis of a forum selection provision in the employment agreements of those three employees. (Chang decl., exhibit 5, p. 155.) In support of that motion, Guadagno filed a declaration that stated in part: "It would be more convenient for me to remain in the same action with the same schedule as the other co-Defendants, which will make trial of this case easier, more expeditious, and less expensive than if the Defendants were in different courts." (Chang decl., exhibit 5, ¶ 5.) "I consent to transfer this action from the Marshall Division to the Sherman Division of the Eastern District of Texas." (Chang decl., exhibit 5, ¶ 6.)

By these statements, Guadagno supported transferring the entirety of the Texas Action from one division of the Eastern District of Texas to another as opposed to dividing the action in federal court in Texas in multiple divisions in Texas. Because Guadagno could recognize that he may have to continue in the Texas Action in Texas regardless of this California action, it is not inconsistent for Guadagno to consent to have the Texas Action proceed as a single action with all defendants rather than insist upon separate actions in different divisions but still in Texas. Thus, Guadagno's declaration in the Texas Action does not persuasively support a claim that Guadagno intended to waive his right to have the claims of this action determined in California as provided in section 925. Similarly, Guadagno's mere participation in the Texas Action reflects only the taking of necessary steps in defense of claims against him in that action. As a factual matter, on the evidence presented, the court does not find that Guadagno waived his rights under section 925.

Under Labor Code section 925, subdivisions (a) and (b), Guadagno, a Californian employed in California, is entitled to litigate employment disputes such as the present action in California notwithstanding a contrary forum selection clause in an employment agreement. Guadagno did not waive his statutory right to adjudication in California and exercises that right by this action. There is a strong public policy expressed in section 925 that foreign forum selection clauses are not to be enforced over the objection of a California employee. (EpicentRx, supra, 18 Cal.5th at p. 77.) The pendency of the Texas Action does not preclude continued litigation in this court. (Advanced Bionics, supra, 29 Cal.4th at p. 708.) Given the strong public policy interest in permitting this litigation in California, it is neither necessary nor proper to stay or dismiss this action on the basis of either the Texas forum selection clause or the pendency of the Texas Action. Defendants' motion to stay or to dismiss this action will therefore be denied.

Tentative Ruling: Matter of Montgomery-Bertuzzi Living Trust Tentative Ruling: Matter of Montgomery-Bertuzzi Living Trust