Vita Planning & Landscape Architecture, Inc. v. HKS Architects, Inc.
240 Cal. App. 4th 763 | California Court of Appeal | 2015
What This Case Means for Subcontractors
Vita Planning, a California design firm, was hired as a subcontractor on a hotel project. The main architect (HKS) tried to enforce a forum selection clause requiring disputes to be litigated in Texas. California's Court of Appeal ruled that state law prohibits enforcing such clauses against California subcontractors, even design professionals. The court reversed the dismissal and allowed Vita to sue in California.
Key Takeaways
- •California law (Section 410.42) protects all subcontractors—including design professionals—from being forced to litigate outside California, regardless of what the contract says.
- •Forum selection clauses that flow down from prime contracts to subcontractors are unenforceable in California construction disputes; don't accept them or assume they're binding.
- •If a general contractor or architect tries to enforce an out-of-state forum clause against you, challenge it immediately—California courts will side with you.
Section 410.42 prevents enforcement of the forum selection clause.
Frequently Asked Question
Can my contract require me to sue or be sued outside California if I'm a subcontractor?
No. California law prohibits enforcing forum selection clauses that require subcontractors to litigate construction disputes outside California. This applies even if the clause is in a flow-down provision from a prime contract. If someone tries to enforce such a clause against you, you can challenge it in court and win.
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