ProgenaBiome v. North End Advisory CA2/6

Filed 4/23/25 ProgenaBiome v. North End Advisory CA2/6 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION SIX

PROGENABIOME, LLC, 2d Civil No. B339656 (Super. Ct. No. Plaintiff and Appellant, 2024CUCO024282) (Ventura County) v.

NORTH END ADVISORY LLC et al.,

Defendants and Respondents.

Appellant ProgenaBiome, LLC and respondents North End Advisory LLC, Vishwas Sinha, and Sonya Dave (collectively North End Advisory) each filed separate lawsuits in different states—California and Delaware. North End Advisory moved to stay or dismiss the lawsuit filed by ProgenaBiome in Ventura County Superior Court (the California action) for forum non conveniens. The trial court stayed the action. ProgenaBiome

appeals from that order. (Code Civ. Proc.,1 § 904.2, subd. (d).) We affirm. FACTS AND PROCEDURAL HISTORY North End Advisory is a Delaware limited liability company with its principal place of business in Georgia. Its members, Sinha and Dave, work remotely in Georgia as independent contractors for various companies, including ProgenaBiome. ProgenaBiome is based in Ventura, California. In 2022, ProgenaBiome entered into an agreement with North End Advisory for consulting services called the Statement of Work for Management Consulting Services (the Agreement). The Agreement was signed by both parties. In a section entitled “Dispute Resolution,” the Agreement provides that “[a]ny mediation or lawsuits will be under the jurisdiction of the state of Delaware.” In 2024, North End Advisory filed a lawsuit against ProgenaBiome in the state of Delaware. ProgenaBiome later filed the California action against North End Advisory in Ventura County Superior Court. Both lawsuits involve the same parties and relate to the Agreement. North End Advisory moved to dismiss or stay the California action for forum non conveniens (§ 418.10). ProgenaBiome opposed the motion, arguing that neither party had presence in Delaware. The trial court stayed the California action. It found the Agreement contained a “valid and enforceable forum selection clause that encompasses all the claims in this case.” It also found that the electronic signatures appeared to be valid, and that the