Opinion
NOT TO BE PUBLISHED
APPEAL from a judgment of the Superior Court of Los Angeles County No. BC307923, Mary Thornton House, Judge.
Howrey, LLP, Mary Craig Calkins and James G. Bernald for Plaintiff and Appellant.
Hinshaw & Culbertson, Filomena E. Meyer, Frances M. O’Meara; Robie & Matthai and Kyle Kveton for Defendant and Appellant.
KRIEGLER, J.
Plaintiff Fremantlemedia North America, Inc. (Fremantle), a television production company operating in Burbank, California, appeals the judgment of dismissal after the trial court sustained a demurrer without leave to amend on the third amended complaint against defendant insurance broker Hilb, Rogal & Hobbs (HRH). The trial court found Fremantle’s claims for professional negligence, breach of an oral contract, and declaratory relief barred by the applicable two-year statute of limitations. In addition, it rejected Fremantle’s argument that the matter should be governed by New York law’s three-year limitations period. We affirm.
Code of Civil Procedure section 339, subdivision 1 provides in pertinent part that among the actions that must be commenced within two years is “[a]n action upon a contract, obligation or liability not founded upon an instrument of writing....”
HRH filed a cross-appeal contending the trial court erred in denying its motion for summary judgment, which was adjudicated prior to the demurrer on July 23, 2007. In light of our affirmance of the sustaining of the demurrer without leave to amend, we have no occasion to review the summary judgment ruling.
According to the operative pleading, Fremantle was in the process of acquiring the ownership of a television show from a third party, TPIR, LLC. Fremantle retained HRH to obtain a complete insurance program that included a policy for employment practices liability (EPL) so that Fremantle would be covered against claims by former TPIR employees who had worked on the show. According to Fremantle, HRH promised to have the requested insurance coverage in place by July 25, 2000. However, the EPL policy HRH eventually obtained for Fremantle from another insurance company did not take effect until January 16, 2001.
On January 11, 2001, five days prior to the effective date of the coverage, a former employee filed an action for wrongful termination and other related claims against TPIR, Fremantle, and others. On May 9, 2001, the EPL insurer gave Fremantle written notice that it denied coverage and refused to defend the employment action, because it was filed prior to the policy period. Fremantle did not file the underlying action against HRH until December 17, 2003, more than two years after Fremantle began to incur defense costs and after Fremantle learned that the EPL coverage HRH obtained did not cover the time period requested by Fremantle and promised by HRH. In the meantime, two other former TPIR employees filed employment-related actions against Fremantle.
On appeal, Fremantle contends the trial court erred in sustaining the demurrer because its claims did not accrue until it incurred defense costs in excess of the $150,000 self-insured retention on the policy procured by HRH. Alternatively, Fremantle argues that even if the statute began to run with the insurer’s denial of coverage as to the first employee, a new limitations period commenced when the other two employees filed their subsequent actions. Finally, Fremantle contends the trial court erred In refusing to apply New York law and specifically, that state’s three-year statute of limitations.
As we explain, the trial court correctly found the claims in Fremantle’s third amended complaint were barred by California’s applicable statute of limitations and that New York law did not apply to this dispute.
Fremantle’s Allegations
The operative pleading, Fremantle’s third amended complaint, alleged three claims for relief—professional negligence, breach of oral contract, and declaratory relief—all arising out of HRH’s failure to obtain a timely insurance policy to defend and indemnify Fremantle from liability arising out of lawsuits brought by employees who had worked on the newly acquired television show.
The underlying dispute arises out of Fremantle’s acquisition of the production rights to The Price is Right from TPIR. In June 2000, in contemplation of that acquisition, Fremantle retained HRH to act as its insurance broker to advise it on the insurance coverage needed for its North American operations and to place the necessary insurance policies, specifically including EPL policies, to protect Fremantle against the risk of lawsuits by persons employed on The Price is Right. HRH agreed to act as Fremantle’s full-service insurance broker.
Before HRH placed any insurance policies, Fremantle’s chief financial officer, Louis Festa, advised HRH that Fremantle did not have the personnel or expertise to assess its own commercial insurance needs. Fremantle was therefore relying on HRH to act on its behalf to do so. Fremantle instructed HRH to obtain the necessary EPL coverage by July 25, 2000, so there would be no “gaps” in Fremantle’s insurance coverage program. Fremantle emphasized the importance of the July 25 deadline, as that was the date on which Fremantle would be “spun off” from its international corporate parent, Pearson Television North America (PTV), and no longer be covered under PTV’s insurance. Fremantle directed HRH to coordinate its risk management assessment with PTV, based on Fremantle’s understanding that PTV’s coverage would be extended temporarily to ensure coverage.
Fremantle fully cooperated and timely provided HRH with information needed to obtain the necessary insurance coverage by July 18, 2000. HRH informed Fremantle that it would procure the requested insurance for Fremantle on a timely basis. Nevertheless, HRH failed to place the required EPL insurance policy until January 16, 2001. That policy was issued by Steadfast Insurance Company and purported to insure Fremantle against defined wrongful employment acts for the period of January 16, 2001, to January 16, 2002. It was renewed for another year after that. Covered losses included those arising out of claims against Fremantle by “past, present or prospective” employees for wrongful employment acts before or during the policy period, if the claim were made against Fremantle during the policy period. Among the defined instances of wrongful employment acts were those related to alleged wrongful dismissal or termination and any alleged breach of an implied employment contract.
The Steadfast EPL policy contained a self-insured retention provision, whereby the insurer’s liability for covered losses applied only as to losses in excess of $150,000. That is, losses in amounts less than $150,000 would be borne by Fremantle. Covered losses included Fremantle’s costs incurred in the investigation and defense of covered claims, including reasonable attorney and expert fees.
On October 19, 2000—after the July 25 deadline for obtaining insurance, but before the Steadfast policy was issued—TPIR terminated its employees who worked on The Price is Right. Upon acquiring the television show, Fremantle eliminated a number of those prior employment positions, including the positions previously held by TPIR employees, Linda Riegert, Sherrell Paris, and Sharon Friem. On January 11, 2001, Riegert filed an action for wrongful termination and other related claims against TPIR, PTV, and others, which it also served on Fremantle. On March 2, 2001, Fremantle gave notice of the Riegert action, and tendered the Riegert defense to Steadfast. In a letter dated May 9, 2001, Steadfast denied coverage and refused to defend the Riegert action on the ground that it was filed prior to the policy period.
Paris and Friem filed their separate lawsuits against TPIR, PTV, Fremantle, and others on September 27, 2001, alleging wrongful discharge and other employment-related claims. On October 4, 2001, Fremantle gave notice to Steadfast of the Paris and Friem actions and tendered those defenses to the insurer. On December 18, 2001, Steadfast sent a letter to Fremantle, stating that it was denying coverage and refusing to provide a defense as to both actions.
In December 2001, Friem amended her complaint to allege “wrongful failure to hire” as to Fremantle. Steadfast denied coverage and refused to provide a defense in a letter dated September 22, 2003.
With regard to all three lawsuits, Fremantle alleged that it did not incur defense costs in excess of $150,000 until March 2002.
Procedural History
The original complaint was filed on December 17, 2003. The second amended complaint, which contains the same three causes of action as the operative pleading, was filed on January 14, 2008. HRH demurred on statute of limitations grounds, and the trial court sustained the demurrer with leave to amend. Fremantle filed its third amended complaint on April 9, 2008. The trial court sustained the demurrer, this time without leave to amend, finding the gravamen of all three claims was the failure of HRH to place EPL coverage for Fremantle, as allegedly requested by Fremantle and promised by HRH, by July 25, 2000. As a result of HRH’s failure to provide EPL coverage for the “gap period” of July 25, 2000, to January16, 2001, Fremantle incurred liability for the lawsuits by former employees Riegert, Paris, and Friem.
The trial court concluded that Fremantle received notice of HRH’s failure to timely place the EPL insurance no later than May 9, 2001, when Steadfast denied coverage on the ground that Riegert’s January 2001 lawsuit had been filed outside the policy period—“as of May 9, 2001, plaintiff was notified that HRH had failed to obtain the gap coverage as requested by plaintiff, and that HRH bad breached the specific duty for which it was retained.” It rejected the argument that Fremantle suffered no damages until it exhausted the $150,000 self-insured retention because at the time Steadfast refused to defend the Riegert lawsuit, Fremantle lost the benefit of its bargain with regard to HRH—insurance for employment claims filed after July 25, 2000. The trial court rejected the argument that the statute did not begin to run as to the Paris and Friem lawsuits until Steadfast subsequently refused the tenders of defense on December 18, 2001, because Steadfast’s denial was based on the same EPL policy that HRH failed to timely obtain.
In its first amended complaint and in its opposition to HRH’s summary judgment motion, Fremantle stated that Steadfast refused to defend the Paris and Friem lawsuits because those claims arose out of the same alleged wrongful employment act as in the Riegert action. The Steadfast policy provided: “[A]ll claims arising out of the same Wrongful Employment Act and all Interrelated Wrongful Employment Acts of Insureds shall be deemed one Claim, and such Claim shall be deemed to be first made when the earliest of such Claims is first made, whether before or during the Policy Period.”
Finally, as to Fremantle’s choice of law argument that the New York’s longer statute of limitations applied, the trial court found that by filing the lawsuit in California without any contrary choice of law allegation, Fremantle had “unconditionally” chosen the California forum. Accordingly, Fremantle had not overcome the presumption that the forum state’s law applied.
DISCUSSION
Standard of Review
“On appeal from an order of dismissal after an order sustaining a demurrer, the standard of review is de novo: we exercise our independent judgment about whether the complaint states a cause of action as a matter of law. [Citation.] First, we give the complaint a reasonable interpretation, reading it as a whole and its parts in their context. Next, we treat the demurrer as admitting all material facts properly pleaded. Then we determine whether the complaint states facts sufficient to constitute a cause of action. [Citations.] [¶] We do not, however, assume the truth of contentions, deductions, or conclusions of law. [Citation.] If a complaint is insufficient on any ground specified in a demurrer, the order sustaining the demurrer must be upheld even though the particular ground upon which the court sustained it may be untenable. [Citation.]” (Stearn v. County of San Bernardino (2009) 170 Cal.App.4th 434, 439-440.)
Statute of Limitations
It is well accepted that “[t]he statute of limitations begins to run ‘when the cause of action is complete with all of its elements....’ (Norgart v. Upjohn Co. (1999) 21 Cal.4th 383, 397.) The elements of a negligence action include harm or injury. (Ibid.; see also Hydro-Mill Co., Inc. v. Hayward, Tilton & Rolapp Ins. Associates, Inc. (2004) 115 Cal.App.4th 1145, 1161 [‘“[a] cause of action for professional negligence does not accrue until the plaintiff (1) sustains damage and (2) discovers, or should discover, the negligence”’].)” (Williams v. Hilb, Rogal & Hobbs Ins. Services of California, Inc. (2009) 177 Cal.App.4th 624, 641 (Williams).)
The gravamen of Fremantle’s three causes of action is essentially the same. With regard to professional negligence, Fremantle alleges that HRH failed to exercise reasonable care in procuring the EPL coverage by failing to ensure that it had done so “without gaps”—that is, by having an EPL policy in place at the time Fremantle became a separate and independent entity from PTV. In its breach of contract cause of action, Fremantle alleged HRH breached its oral contract to provide it with adequate EPL insurance within the time promised. The damages alleged as to both causes are the defense costs and other expenses, and potential liabilities arising out of the Riegert, Paris, and Friem lawsuits. The third cause of action for declaratory relief recapitulates the first two by requesting a declaration that HRH is liable to Fremantle for its losses arising out of the same acts or omissions alleged to be negligent and in breach of contract, but solely with regard to damages arising out of the Riegert action, “including but not limited to continuing defense fees, consulting fees, expenses, judgments, and/or settlement costs that will be, in fact, actually incurred by Fremantle through final adjudication of the Riegert lawsuit and any other lawsuit that has been or may in the future be filed by Riegert.”
Fremantle does not dispute that Steadfast’s denial of claim put it on reasonable notice of HRH’s professional negligence and contract breach (at least as to the Riegert action), but argues that it sustained no damages until its defense costs exceeded the $150,000 self-insured retention under the Steadfast policy, which did not occur until about March 2002. Since Fremantle was obliged to pay for the first $150,000 of defense costs out of its own pocket, it argues it suffered no harm—and Steadfast had no obligation to indemnify or defend—until that threshold was passed.
As Fremantle points out, the California Supreme Court has made it clear that the limitations “‘period cannot run before plaintiff possesses a true cause of action, by which we mean that events have developed to a point where plaintiff is entitled to a legal remedy, not merely a symbolic judgment such as an award of nominal damages.’ [Citation.]” (Butcher v. Truck Ins. Exchange (2000) 77 Cal.App.4th 1442, 1468, quoting Davies v. Krasna (1975) 14 Cal.3d 502, 513.) Stated another way, mere breach of a duty that merely causes nominal damages or speculative harm is generally insufficient to create a cause of action. (Butcher v. Truck Ins. Exchange, supra, at p. 1469.) At the same time, however, “[i]t is the fact of damage, rather than the amount, that is the relevant consideration. (Adams v. Paul (1995) 11 Cal.4th 583, 589.) Consequently, the client may suffer ‘appreciable and actual harm’ before he or she sustains all, or even the greater part, of the damages occasioned by the professional negligence.” (Van Dyke v. Dunker & Aced (1996) 46 Cal.App.4th 446, 452.)
Fremantle errs in asserting it suffered no appreciable harm until it incurred defense costs in excess of it self-insured retention under the Steadfast policy. HRH’s alleged negligence and contract breach are both based on the damages arising out of its failure to obtain an EPL policy that would defend and indemnify Fremantle for employment claims arising out of the acquisition of The Price is Right. In paragraph 5 of the operative pleading, Fremantle alleges that the damages sought for its various causes of action are the costs and expenses “that have been and will be incurred by Fremantle” in conducting its defense and in funding settlements or judgments in the Riegert, Paris, and Friem lawsuits. Thus, from the moment Steadfast gave notice of its refusal to defend the Riegert action, Fremantle not only knew that HRH had failed to obtain EPL coverage for the “gap period,” but Fremantle had to undertake for itself the defense it had been promised would be handled by its insurer and it began to incur defense costs attributable to the Riegert action.
Although Steadfast alleges that it did not commence to suffer appreciable damages before March 2002, when its expenditures exceeded the Steadfast policy’s $150,000 self-insured retention, those are not well pleaded material facts. Rather, they amount to mere self-serving contentions, deductions, or conclusions of law. (See, e.g., Aubry v. Tri-City Hospital Dist. (1992) 2 Cal.4th 962, 967.) The assertion that Steadfast had no cognizable duty to defend until Fremantle’s damages exceeded the self-insured retention is belied by its own allegations that HRH had promised to procure full EPL coverage, which would include a duty to defend. Nowhere was it alleged that Fremantle merely sought or received excess insurance coverage. Moreover, Fremantle’s contrary allegations are contradicted by the terms of the Steadfast policy, which unambiguously provides that the insurer is obligated to defend covered claims: “The Underwriter shall have the right and duty to defend Claims against the Insureds, even if the allegations in the Claim are groundless, false or fraudulent.”
Copies of the Steadfast policy were attached to various pleadings in connection with the demurrer and the motion for summary judgment. Fremantle is entirely mistaken in asserting that the self-insured retention provision of the Steadfast policy meant that the insurer had no duty either to defend or indemnify until the retention was exhausted, as shown by its reliance on General Star Indemnity Co. v. Superior Court (1996) 47 Cal.App.4th 1586. There, in direct contrast, the insurance policy provided that the insurer “‘shall have the right but not the duty to assume charges of the defense and/or settlement of any claim or “suit” brought against [Hard Rock].’” (Id. at p. 1590; see also id. at p. 1591 [the self-insured endorsement clearly provided the insurer “has no duty to defend”].) Fremantle adduces no authority to support his assertion that the Steadfast policy, with its duty to defend all covered claims without regard to the self-insured retention, qualifies as an excess insurance for purposes of this litigation. Neither the fact that the Steadfast policy defines a covered loss to include defense costs nor the inclusion of defense costs in the self-insured retention, serves to make Steadfast a mere excess insurance provider because the policy does not predicate the duty to defend on satisfaction of the self-insured retention. We therefore need not discuss Fremantle’s reliance on cases such as City of Oxnard v. Twin City Fire Ins. Co. (1995) 37 Cal.App.4th 1072, since those cases concern the obligations of excess, rather than primary, insurers. (See id. at p. 1077 [“Different rules govern the obligations of excess and primary insurers.”].)
Fremantle’s reliance on the Walker v. Pacific Indemnity Company (1960) 183 Cal.App.2d 513 (Walker) line of cases is also misplaced. In Walker, a person named Merrill had placed an order for a $50,000 liability insurance policy, but the insurance broker obtained it with policy limits of only $15,000. Merrill subsequently injured the plaintiff in an accident. Merrill’s insurer accepted the defense of the plaintiff’s action. When the plaintiff was awarded $100,000, however, the insurer paid only the policy limit of $15,000. Merrill assigned his professional negligence claim against the insurer to the plaintiff, who contended the insurer breached its duty in failing to procure the requested amount of coverage. (Id. at p. 515.) The Walker court rejected the insurer’s statute of limitations defense, which was based on the contention that Merrill’s claim accrued no later than the accident, when Merrill became exposed to the possibility of a judgment in excess of $15,000. (Id. at pp. 516-519.)
As the Walker court explained, there could be no action for damages based on the failure to procure a policy with policy limits above $15,000 until the insured became subject to a judgment in excess of that amount. “[T]he shortage of liability insurance coverage exposed plaintiff’s assignor, the insured, to possible liability in excess of his indemnification. But exposure to and imposition of liability are vastly different matters. Until judgment in the personal injury action, no liability was imposed upon the insured as to which he could allege a cause of action against the broker from whom he had ordered indemnity in excess of that furnished.” (Walker, supra, 183 Cal.App.2d at p. 519.) In seizing on the superficial similarity that Steadfast would incur no obligation to indemnify Fremantle until its defense costs exceeded the self-insured retention amount, Fremantle overlooks a crucial distinction: The insurer in Walker defended the action against Merrill. Had the insurer’s defense resulted in a defense judgment or a plaintiff’s judgment within policy limits (or had the insurer paid the $100,000 judgment), there would have been no actual damages.
However, Fremantle’s causes of action against HRH were not predicated on a failure to procure an EPL policy with adequate policy limits, but on a failure to have an EPL policy in place at the relevant time. Thus, when Steadfast refused to defend the Riegert action, Fremantle not only learned of HRH’s negligent failure to procure the requested insurance, but it was also denied the benefit of the alleged oral contract—and it began to incur the costs of defending itself. Because Steadfast refused to defend Fremantle, there was never any possibility that those costs might be indemnified. That is, Fremantle was only “self-insured” in the sense that it had no insurance at all.
The decision in Williams, supra, 177 Cal.App.4th 624 is distinguishable for the same reasons. There, the owners of a business that installed spray-on linings for pickup trucks sued their insurer for failing to provide an insurance package that included workers compensation insurance, after an employee was badly burned in the course of employment and obtained a multi-million dollar verdict against the owners. The Williams court rejected the insurer’s statute of limitations argument that the statute began to run when the employee was seriously injured in the fire, because on that date it was “inescapable” that damages would be incurred. (Williams, supra, 177 Cal.App.4th at p. 642) “As in the Walker case, Williams was defended by Hartford throughout the... litigation, and he was ultimately indemnified in the amount of the $1 million policy limit. Until judgment was entered against him in excess of that amount, other litigation results were possible: a settlement or verdict under the $1 million policy limit, greater comparative liability on codefendant Rhino USA, or a defense verdict. Thus until the judgment was entered, Williams sustained no appreciable harm from the lack of workers compensation insurance coverage, and the trial court so found. (See Walker, supra, 183 Cal.App.2d at p. 517 [‘[i]t is clear that mere possibility, or even probability, that an event causing damage will result from a wrongful act does not render the act actionable....’].)” (Ibid.)
In contrast, as the trial court reasoned, Fremantle’s situation was analogous to that in Hydro-Mill Co., Inc. v. Hayward, Tilton & Rolapp Ins. Associates, Inc. (2004) 115 Cal.App.4th 1145 (Hydro-Mill). In Hydro-Mill, the plaintiff sued its insurance broker and insurer for failure to obtain the earthquake insurance it requested. The appellate court held the professional negligence claim accrued when the insurer gave notice that it would provide indemnity only on the policy as written and not for the losses on the coverage requested. (Id. at p. 1162.) “All of the elements of a cause of action against [the broker]—wrongful conduct, causation, and harm—were satisfied no later than December 9, 1994, when [the insurer] offered a payment that excluded the losses on the leased locations and all extra expenses. [The broker] had agreed to obtain coverage for those items but failed to [do] so.” (Id. at p. 1164; see Butcher v. Truck Ins. Exchange, supra, 77 Cal.App.4th 1442 [negligence action against broker for failing to procure coverage for malicious prosecution did not accrue until insurer refused to provide a defense, not when the broker obtained a nonconforming policy].)
Fremantle’s alternative argument fares no better. Fremantle asserts that even if its claims for damages as to the Riegert action are barred, its claims as to the Paris and Friem actions survive because it did not receive notice of Steadfast’s refusal to defend until December 18, 2001, less than two years before it filed its action against HRH. That argument overlooks the fact that this is not an action against Steadfast for failure to provide coverage for the defense of three separate employment lawsuits, but rather an action against HRH for negligent insurance brokerage services and for failure to perform an oral agreement to provide comprehensive and timely insurance brokerage services. To the extent HRH breached that duty and oral agreement, the actionable conduct was its failure to procure EPL insurance for some or all of the gap period between July 2000 and January 2001.
As we have explained, Steadfast’s refusal letter of May 9, 2001, provided Fremantle with notice that HRH had not placed the EPL insurance to adequately cover the gap period. The filing of subsequent lawsuits by other employees on The Price is Right did not apprise Fremantle of facts to support additional or different causes of action, but merely of the possibility that additional damages would arise out of the same alleged misconduct. As the Williams court recognized, “‘it is uncertainty as to the fact of damage, rather than its amount, which negatives the existence of a cause of action....’” (Williams, supra, 177 Cal.App.4th at p. 642, quoting Walker, supra, 183 Cal.App.2d at p. 517.)
Choice of Law
Fremantle brought this action in the superior court of California. At no time did it allege that the law of any state other than the forum governed—until HRH demurred on statute of limitations grounds. Only then did Fremantle argue the possibility that New York law should apply, at least as to the applicable statute of limitations period for broker negligence and breach of contract, three and six years respectively. (See Chase Scientific Research, Inc. v. NIA Group, Inc. (2001) 96 N.Y.2d 20, 30-31 [“[W]e conclude that the actions against defendant agents and brokers are governed... by the limitations periods applicable to negligence actions [citation] and breach of contract actions” [citation].].) In the third amended complaint, for purposes of the choice-of-law issue, Fremantle alleged it was a Delaware corporation, doing business in California, with its principal place of business for production related activities in Burbank, and its principal place of business “[a]t all times relevant to the transactions between the parties and the broker liability claims” in New York. HRH was a Virginia corporation with offices throughout the United States, including Redondo Beach and Beverly Hills. Fremantle alleged HRH’s relevant insurance negotiation activities were conducted through broker Nicholas Ambriano, who was licensed by New York. The Steadfast policy does not contain a choice-of-law provision, and Fremantle does not allege otherwise.
Whether reviewing independently or for abuse of discretion, we perceive nothing suggestive of error in the trial court’s choice of law ruling. As the court pointed out, Fremantle invoked California jurisdiction without any reservation. Moreover, even “‘in the absence of an effective choice of law by the parties’ as an initial proposition, California would normally apply its own ‘governmental interests’ test. (Washington Mutual Bank v. Superior Court [(2001)] 24 Cal.4th [906,] 919-920.) That test begins with applying the law of the forum state, i.e., California, unless there is some reason not to.” (ABF Capital Corp. v. Grove Properties Co. (2005) 126 Cal.App.4th 204, 221-222.)
Fremantle fails to identify any convincing reason not to apply California law. In addition to the fact that Fremantle chose to file suit in this state, Fremantle admits its principal place of business for production related activities—the very same activities for which it sought insurance—was Burbank. “In the absence of a choice-of-law provision, Civil Code section 1646 requires that a contract ‘be interpreted according to the law and usage of the place where it is to be performed; or, if [the contract] does not indicate a place of performance, according to the law and usage of the place where it is made.’ [Citations.] As used in this statute, the ‘law’ includes the statutes of limitations of the jurisdiction where the contract was made or to be performed.” (Hambrecht & Quist Venture Partners v. American Medical Internat., Inc. (1995) 38 Cal.App.4th 1532, 1540-1541.) Indeed, our Supreme Court recently explained that “California choice-of-law cases... continue to recognize that a jurisdiction ordinarily has ‘the predominant interest’ in regulating conduct that occurs within its borders [citations], and in being able to assure individuals and commercial entities operating within its territory that applicable limitations on liability set forth in the jurisdiction’s law will be available to those individuals and businesses in the event they are faced with litigation in the future.” (McCann v. Foster Wheeler LKC (Feb. 18, 2010, S162435) __ Cal.4th ___, ___ [2010 WL 547274, p. 18].) Here, not only was the place of performance in the forum state, but the lawsuits by the former employees all arose out of activities in the forum state and their lawsuits were filed in this state.
DISPOSITION
The judgment is affirmed. Costs are awarded to Hilb, Rogal & Hobbs.
We concur: MOSK, Acting P. J., WEISMAN, J.
Judge of the Los Angeles Superior Court assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.