Legal Question in Civil Litigation in California

Hi I am filing a civil unlimited law suit against a company (over $15k but under $25k) that was in Brentwood, Ca but moved to Georgia. We did papers over email and I signed it and gave it to the lady (owner of the company) at a park (at an event in Concord, Ca). Can I file it at the Santa Clara county court since the contract done by email and was filled out in Santa Clara county? Do I have to file it in Georgia?

There was a breach of contract because she failed to get me a loan and start a corporation for a new business. The company failed to refund the money by 11/11/08 when I cancelled her services when she promised to refund it. Can I sue even if the contract contains the following:

1)Indemnification:

Each of Client and Consultant shall indemnify and hold the other harmless from and against any claims, demands, or liabilities arising from or in connection with the performance of their respective obligations under this Agreement or its conduct outside of this Agreement.

2)Waivers:

The failure of either party to insist in any one or more instances upon the performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of any right hereunder, or of future performance of any such term or conditions and the rights and obligations of either party under this Agreement shall continue in full fore and effect.

The contract was a personal & corporate portfolio building package that promised the following services:

1. business plan

2. financial plan

3. seasoned corporation with local, state, and federal documentation

4. provide credit worthy officer

5. establish unsecured lines of credit for up to $450k

6.obtain financing for the development of the baby foods company and clothing line

Thanks

Vy ( [email protected])


Asked on 4/26/10, 9:33 pm

1 Answer from Attorneys
George Shers Law Offices of Georges H. Shers

Assuming her business was still in California when the contract was signed, California courts have jurisdiction over her business. It is not clear where the contract was entered into. Giving her the signed contract in Concord seems irrelevant as the contract existed once you signed it. The offer was made to you at your home [your computer's location] so that probably is one of the places that a suit could be filed. There is also a public policy for the State to try to protect its own residences by finding jurisdiction in California.

Her agreeing to refund your money is binding on her and she can not escape by quoting a section of the contract that is against public policy so void. It is obviously unfair and unreasonable to provide that a party essentially can not be sued for its misconduct; once you paid the money what was there that you could do that would result in damages to her? Since you could not damage her company, the clause in essence is written just to protect her.

She very well might allow a default to be taken against her business since the only assets are likely in Georgia and once you get a California judgment you have to get a sister state judgment there [she probably can then argue the merits of the case when you apply for that judgment].

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Answered on 5/02/10, 6:40 am


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