HAMBRECHT & QUIST VENTURE PARTNERS et al., Plaintiffs and Appellants, v. AMERICAN MEDICAL INTERNATIONAL, INC., Defendant and Respondent., 38 Cal. App. 4th 1532

Appellant venture partners filed a breach of contract complaint against respondent corporation that arose out of appellants' purchase of stock in a leveraged buyout of a company affiliated with respondent. Respondent demurred to appellants' claim on the ground that it was barred by another state's three-year statute of limitations, which was made applicable by the contract's choice-of-law provision. The trial court agreed and sustained the demurrer without leave to amend. The court affirmed, holding that the trial court did not err in construing the choice-of-law provision to require the application of the other state's statute of limitations. The court held that the choice-of-law provision incorporated the other state's statute of limitations and that the provision was enforceable. The court found that the chosen state had a substantial relationship to the parties because it was the state of respondent's incorporation. Additionally, the court found no fundamental state policy against ...