EpicentRx v. Superior Court CA4/1

Filed 10/26/26 EpicentRx v. Superior Court CA4/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or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 This opinion has not been certified for publication or or dered published for purposes of rule 8.1115. COURT OF APPEAL, FOURTH APPELLATE DISTRICT DIVISION ONE STATE OF CALIFORNIA EPICENTRX, INC. et al., D088094 Petitioners, (Super. Ct. No. 37-2022-00015228- v. CU-BT-CTL) THE SUPERIOR COURT OF SAN DIEGO COUNTY, Respondent; EPIRX, L.P., Real Party in Interest. ORIGINAL PROCEEDING in mandate challenging an order of the Superior Court of San Diego County, Marcella O. McLaughlin, Judge. Relief granted. O’Hagan Meyer, Angeli C. Aragon and Clint D. Robison for Petitioners. No appearance for Respondent.  Engstrom Lipscomb & Lack, Walter J. Lack, Steven C. Shuman, and Tara A. Foroughi for Real Party in Interest. INTRODUCTION This is the second mandate petition to determine the correct forum for litigation between EpicentRx, Inc. (the Company) and several of its individual officers and employees (collectively, defendants) and one of the Company’s minority shareholders, EpiRx, L.P. (EpiRx). Defendants moved to dismiss EpiRx’s San Diego action based on forum non conveniens, relying on a mandatory forum selection clause in the Company’s certificate of incorporation which designated the Delaware Court of Chancery as the exclusive forum to resolve certain stockholder disputes. On remand from the California Supreme Court’s reversal of this court’s decision in the first mandate proceedings, EpicentRx, Inc. v. Superior Court (2025) 18 Cal.5th 58, 67 (EpicentRx II), the trial court found the forum selection clause valid and enforceable, and dismissed one of EpiRx’s claims on the ground that it fell within the scope of the clause but kept EpiRx’s other claims in San Diego. Because we conclude the court erred by not granting defendants’ motion to dismiss the entirety of EpiRx’s San Diego action, we grant defendants the relief they request in their second petition for writ of mandate. FACTUAL AND PROCEDURAL BACKGROUND I. EpiRx’s Complaint In its complaint filed in San Diego County Superior Court, EpiRx alleged the Company is a Delaware corporation headquartered in La Jolla, California that develops cancer treatment medications. EpiRx further 2 alleged the Company’s controlling stockholder, Interwest Partners, L.P.,1 is a California partnership with its principal place of business in California; nine of the 10 individual defendants are California residents; and the events and conduct giving rise to liability occurred primarily in San Diego County, California. EpiRx alleged it is a minority shareholder, having invested $5 million in the Company between 2016 and 2018 in exchange for shares of the Company’s stock. EpiRx claimed the defendants and others solicited money from third-party investors in exchange for shares in the Company that they never intended to deliver and diverted money from cancer drug research into the personal accounts of the Company’s management officers. According to EpiRx, this misconduct impeded efforts to take the Company public and drove down the value of its stock. EpiRx further alleged that, when it discovered the alleged misconduct, the Company “froze” EpiRx out of any corporate information by denying its request to inspect its books and records and removed its representative from the board of directors. Based on these allegations, EpiRx brought claims for fraudulent concealment, promissory fraud, breach of contract, breach of fiduciary duty, and unfair business practices. It sought rescission and repayment of its $5 million investment, in addition to compensatory and punitive damages. The complaint included a demand for a jury trial. 1 Interwest Partners, L.P. has settled with EpiRx. 3  II. Defendants’ Motion to Dismiss for Forum Non Conveniens Defendants moved to dismiss the complaint for forum non conveniens under Code of Civil Procedure2 section 418.10, subdivision (a)(2), invoking a mandatory forum selection clause in the Company’s certificate of incorporation3 which designates the Delaware Court of Chancery as the exclusive forum (the Delaware clause).4 The Delaware clause provides: “Unless the [Company] consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the 2 All further undesignated statutory references are to the Code of Civil Procedure. 3 “A certificate of incorporation is ‘a contractual agreement between the corporation and its shareholders.’ ” (Wong v. Restoration Robotics, Inc. (2022) 78 Cal.App.5th 48, 61 (Wong).) 4 Defendants also relied on a similar mandatory forum selection clause in the Company’s bylaws, which provided, “Exclusive Jurisdiction. Unless the [Company] consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the [Company,] (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the [Company] to the [Company] or [its] stockholders, or (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Certificate or By-laws.” As the California Supreme Court observed, “the forum selection clause in the [Company’s] certificate of incorporation is broader than the similar clause in the [Company’s] bylaws.” (EpicentRx II, supra, 18 Cal.5th at p. 69, fn. 1.) As in EpicentRx II, the parties do not otherwise distinguish them and so we also focus on the forum selection clause in the certificate of incorporation and refer to a forum selection ‘clause’ in the singular. (Ibid.) 4  [Company], (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the [Company] to the [Company] or the [Company’s] stockholders, (iii) any action asserting a claim against the [Company], its directors, officers or employees arising pursuant to any provision of the [Delaware General Corporation Law] or the [Company’s] certificate of incorporation or bylaws or (iv) any action asserting a claim against the [Company], its directors, officers or employees governed by the internal affairs doctrine . . . .” The trial court ruled the Delaware Court of Chancery does not guarantee the right to a jury and, thus, by requiring the parties to litigate there, the Delaware clause constituted a de facto pre-dispute jury trial waiver in contravention of California’s public policy protecting the right to a jury trial. For this reason, the court declined to enforce the Delaware clause and denied defendants’ motion to dismiss. III. First Petition for Writ of Mandate Defendants petitioned this court for a writ of mandate directing the trial court to vacate its order denying the motion to dismiss. After issuing an order to show cause, this court affirmed the trial court’s order, concluding that the Delaware clause was unenforceable because it contravened California’s strong policy in favor of the right to a jury trial. (EpicentRx, Inc. v. Superior Court (2023) 95 Cal.App.5th 890, 897, 905 (EpicentRx I).) The California Supreme Court granted review and reversed our EpicentRx I decision. (EpicentRx II, supra, 18 Cal.5th at p. 67.) Our high court held that, although California has a strong public policy in favor of the right to a jury trial, this “strong public policy protects the jury trial right in California courts, not elsewhere.” (Id. at p. 67.) Therefore, “[a] forum selection clause is not unenforceable simply because it requires the parties to 5 litigate in a jurisdiction that does not afford civil litigants the same right to trial by jury as litigants in California courts enjoy.”5 (Ibid.) The matter was ultimately remanded to the trial court on EpiRx’s other unadjudicated arguments against enforcement of the Delaware clause. The California Supreme Court declined to address, in the first instance, EpiRx’s argument that “the forum selection clause ‘was not freely and voluntarily negotiated at arm’s length’ and is therefore unenforceable.” (EpicentRx II, supra, 18 Cal.5th at p. 85.) Because neither the trial court nor this court “considered the import, if any, of the manner of the clause’s adoption,” the high court remanded for further proceedings on this question. (Ibid.) Subsequently, in our unpublished opinion on remand, we granted in part defendants’ first petition, directing the trial court to vacate its order denying the motion to dismiss, and remanded for the trial court’s consideration of EpiRx’s arguments regarding the manner in which the Delaware clause was adopted. (EpicentRx, Inc. v. Superior Court (Oct. 6, 2025, D081670) [nonpub. opn.].) 5 The California Supreme Court left open, for another day, “whether California’s strong public policy in favor of the right to a jury trial might be relevant, in combination with other factors, to the enforceability of a forum selection clause in other contexts or under other theories.” (EpicentRx II, supra, 18 Cal.5th at p. 84.) 6  IV. Trial Court’s Ruling on Remand On remand, defendants asserted the scope of remand was limited to addressing EpiRx’s challenge to the manner of the Delaware clause’s adoption, a challenge it argued was without merit. In its supplemental brief in opposition to the motion to dismiss, EpiRx argued the Delaware clause was unfair and unreasonable, and should not be enforced, because it was “belatedly added” to the Company’s certificate of incorporation and bylaws, after the defendants’ alleged misconduct came to light, and EpiRx did not receive any consideration for the amendment implementing the Delaware clause. EpiRx also argued, for the first time, that the gravamen of its complaint was governed by a stock purchase agreement which contained a forum selection clause for courts in San Mateo County,6 and not the Delaware Chancery Court. Lastly, it argued the Delaware clause applied only to the breach of fiduciary duty claim, which it offered to dismiss if necessary to keep the litigation in California. Defendants replied that a forum selection clause must be upheld even if it was not negotiated or bargained for; the certificate of incorporation and bylaws both contained a mandatory forum selection clause designating the 6 The stock purchase agreement provided, under the heading “Governing Law”: “This Agreement shall be governed by and construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and performed entirely within California. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and hereby does submit to the jurisdiction and venue of, any state or federal court located in the County of San Mateo, California.” 7 Delaware Court of Chancery; and that the clause in these agreements was superior to the stock purchase agreement’s forum selection clause designating San Mateo County courts. Further, defendants argued EpiRx’s action fell within the scope of the Delaware clause because the action asserts derivative claims, implicates Delaware General Corporate Law (DGCL), and triggers the internal affairs doctrine. After a hearing, the trial court issued its ruling in a minute order dated April 2, 2026, granting in part defendants’ motion to dismiss. The court rejected EpiRx’s contention that the Delaware clause was “subordinate” to the forum selection clause in the stock purchase agreement, because EpiRx “did not move to enforce that clause” in the stock purchase agreement. The court also rejected EpiRx’s argument that the Delaware clause was unenforceable based on its manner of adoption. Relying on the holding in Drulias v. 1st Century Bancshares, Inc. (2018) 30 Cal.App.5th 696, 707 that “ ‘[a] forum selection clause need not be subject to negotiation to be enforceable,’ ” the court rejected EpiRx’s argument that the clause was unenforceable because it was “unilaterally adopted.” Finally, the court found that EpiRx failed to show the Delaware clause was outside EpiRx’s reasonable expectations as a stockholder of a Delaware corporation or that enforcement would be unconscionable. The trial court then turned to whether the causes of action alleged in the complaint fell within the scope of the Delaware clause. First, it dismissed EpiRx’s breach of fiduciary duty claim with prejudice as EpiRx requested. The court then dismissed EpiRx’s breach of contract claim upon a finding that it falls within the scope of the Delaware clause because it concerns the internal affairs of the Company, namely EpiRx’s rights as a shareholder to examine financial records. The court, however, denied the motion to dismiss 8 as to the remaining claims for fraudulent concealment, promissory fraud, and unfair business practices, after finding they do not relate to the internal affairs of the Company or the DGCL, and thus, are outside the scope of the Delaware clause. V. Second Petition for Writ of Mandate Before us now is defendants’ second petition for writ of mandate, challenging the trial court’s new decision denying their motion to dismiss EpiRx’s three remaining claims for fraudulent concealment, promissory fraud, and unfair business practices. Defendants contend the court’s ruling improperly allows for piecemeal litigation across different jurisdictions and different states. They further assert the three remaining claims invoke the internal affairs doctrine and the DGCL, and are thus subject to the Delaware clause. In its return, EpiRx maintains the Delaware clause does not apply to its San Diego action because it is subordinate to the forum selection clause in the stock purchase agreement designating San Mateo County as the proper forum. It contends that, in any event, defendants’ concerns of piecemeal litigation are unfounded because EpiRx has no intention of refiling its breach of fiduciary duty claim in Delaware, and it has already refiled its breach of contract claim in San Mateo County Superior Court. It further asserts there is no risk of inconsistent results because the dismissed breach of contract claim presents a legal theory and damages request that are distinct from the remaining claims. Lastly, EpiRx argues the trial court properly denied the 9 motion to dismiss as to the remaining claims because those claims do not seek relief under the internal affairs doctrine or the DGCL. DISCUSSION We issued an order to show cause on defendants’ second petition for writ of mandate. We now grant relief. Our review is for abuse of discretion. (See Schmidt v. Trinut Farm Management, Inc. (2023) 92 Cal.App.5th 997, 1006 (Schmidt).) Under this standard, we review the lower court’s decision to determine if the ruling made exceeds the bounds of reason, with all circumstances before it being considered.7 (America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 7 (America Online).) I. Enforcement of Forum Selection Clauses Generally “Forum non conveniens is an equitable doctrine invoking the discretionary power of a court to decline to exercise the jurisdiction it has 7 The parties agree that our review is for abuse of discretion. We note there is a split of authority regarding the appropriate standard of review to apply to a trial court’s decision on whether a forum selection clause should be enforced through a motion to dismiss for forum non conveniens, with the majority of courts applying an abuse of discretion standard of review and a minority applying the substantial evidence standard of review. (See Schmidt, supra, 92 Cal.App.5th at pp. 1005–1006 [collecting cases].) As our high court just reaffirmed in EpicentRx II, “ ‘forum selection clauses are valid and may be given effect, in the [trial] court’s discretion and in the absence of a showing that enforcement of such a clause would be unreasonable’ ”; such a decision is “a matter of trial court discretion under the doctrine of forum non conveniens.” (EpicentRx II, supra, 18 Cal.5th at p. 73, italics added.) Thus, as the court in Schmidt put it, “Given our high court’s view on the matter, and that of the majority of appellate courts in this state, we likewise join the majority view and review such questions for abuse of discretion.” (Schmidt, at p. 1006.) 10 over a transitory cause of action when it believes that the action may be more appropriately and justly tried elsewhere.” (Stangvik v. Shiley Inc. (1991) 54 Cal.3d 744, 751.) Thus, “[w]hen a court upon motion of a party or its own motion finds that in the interest of substantial justice an action should be heard in a forum outside this state, the court shall stay or dismiss the action in whole or in part on any conditions that may be just.” (§ 410.30, subd. (a); see id., § 418.10, subd. (a)(2) [a defendant may file a motion “[t]o stay or dismiss the action on the ground of inconvenient forum”].) A defendant seeking to enforce a forum selection clause may bring a motion to dismiss on grounds of forum non conveniens pursuant to sections 410.30 and 418.10. (See Global Financial Distributors Inc. v. Superior Court (2019) 35 Cal.App.5th 179, 186; Global Packaging, Inc. v. Superior Court (2011) 196 Cal.App.4th 1623, 1633 [“Enforcement of forum-selection clauses is an offshoot of the principle of inconvenient forum.”].) When a motion based on forum non conveniens does not invoke a forum selection clause, courts apply a two-step analysis. (EpicentRx II, supra, 18 Cal.5th at p. 72.) “ ‘[A] court must first determine whether the alternate forum is a “suitable” place for trial. If it is, the next step is to consider the private interests of the litigants and the interests of the public in retaining the action for trial in California.” (Ibid.) But “[t]his approach changes significantly if the parties have agreed to resolve their disputes in a non- California forum.” (Id. at p. 73.) Where there is a forum selection clause that has been entered into freely and voluntarily, “the test is simply whether application of the clause is unfair or unreasonable.” (Berg v. Mtc Electronics Techs. Co. (1998) 61 Cal.App.4th 349, 358; accord EpicentRx II, supra, 18 Cal.5th at p. 74 [“such clauses ‘typically will be enforced, absent a showing that enforcement 11 of the forum selection clause would be unfair or unreasonable’ ”].) “This favorable treatment is attributed to our law’s devotion to the concept of one’s free right to contract, and flows from the important practical effect such contractual rights have on commerce generally.” (America Online, supra, 90 Cal.App.4th at p. 11.) As our high court reaffirmed, “ ‘No satisfying reason of public policy has been suggested why enforcement should be denied a forum selection clause appearing in a contract entered into freely and voluntarily by parties who have negotiated at arm’s length.’ ” (EpicentRx II, at p. 73.) The party who seeks to avoid enforcement of an otherwise applicable forum selection clause bears a heavy burden to show enforcement would be unreasonable. (Trident Labs, Inc. v. Merrill Lynch Commercial Finance Corp. (2011) 200 Cal.App.4th 147, 154 (Trident Labs); Miller-Leigh LLC v. Henson (2007) 152 Cal.App.4th 1143, 1149.) That burden cannot be met by reliance on “ ‘the factors of inconvenience and expense’ of the selected forum.” (EpicentRx II, supra, 18 Cal.5th at p. 73.) “ ‘ “Mere inconvenience or additional expense is not the test of unreasonableness since it may be assumed that the plaintiff received under the contract consideration for these things.” ’ ” (Ibid.) Thus, “[e]ven a California resident will normally be bound by a forum selection clause.” (Id. at p. 74.) II. It Is Undisputed the Delaware Clause Is Valid and Enforceable We begin with the undisputed fact that the mandatory forum selection clause designating the Delaware Court of Chancery as the parties’ exclusive forum to resolve certain stockholder disputes is valid and enforceable, as to any of EpiRx’s claims that fall within its scope. Unlike defendants’ present challenge to the trial court’s partially adverse ruling, EpiRx did not seek a 12 writ challenging the court’s rulings that enforcement was not unreasonable or unconscionable based on the manner of its adoption and that the Delaware clause was valid and enforceable as to its breach of contract claim. Indeed, EpiRx has abandoned these arguments in the proceedings before this court. It does not argue here that the Delaware clause was not free and voluntary, or that enforcement would be unfair or unreasonable. Thus, we decline to exercise our discretion to further consider these issues. (See Waller v. Truck Ins. Exchange, Inc. (1995) 11 Cal.4th 1, 24 [recognizing appellate court’s discretion to consider issue not originally briefed by the parties where it “wishes to consider a point” but must afford opportunity for supplemental briefing under Government Code section 68081]; Hibernia Sav. & Loan Soc. v. Farnham (1908) 153 Cal. 578, 584 [court is “undoubtedly at liberty to decide a case upon any points that its proper disposition may seem to require, whether taken by counsel or not”].) Instead, EpiRx continues to press the argument that the Delaware clause is unenforceable as to its surviving claims because it is subordinate to the forum selection clause in the stock purchase agreement, designating San Mateo County as the proper forum for claims related to EpiRx’s purchase of the Company’s stock. But, again, EpiRx did not seek a writ challenging the trial court’s adverse ruling that it could not rely on the stock purchase agreement clause because it “did not move to enforce” it. Regardless, we reject the claim. EpiRx filed this action in San Diego County and never moved to transfer it to San Mateo County. Thus, it did not invoke the forum selection clause in the stock purchase agreement in this action. In fact, EpiRx did not even address the stock purchase agreement until after this action was remanded to the trial court following the California Supreme Court’s decision 13 in EpicentRx II, nearly four years after it filed its complaint in San Diego. Where, as here, a party engages in extensive litigation in the jurisdiction of filing without invoking a forum selection clause, it may not belatedly seek enforcement of the clause. (Cf. Trident Labs, supra, 200 Cal.App.4th at pp. 155–157 [enforcement of forum selection clause upon motion of defendant would be unreasonable where defendant filed an answer and cross-complaint and conducted discovery in California and did not seek to invoke forum selection clause “for well over a year and a half”].) III. The Trial Court Erred by Not Applying the Delaware Clause to Dismiss EpiRx’s Remaining Claims Given that the Delaware clause is valid and enforceable as to claims falling within its scope, the only question before us is whether the trial court abused its discretion by not applying the mandatory forum selection clause to dismiss EpiRx’s remaining claims for fraudulent concealment, promissory fraud, and unfair business practices claims. We conclude the court did err, for two reasons. First, the plain language of the Delaware clause and policies disfavoring piecemeal litigation do not permit EpiRx’s claims to be split across different jurisdictions. Second, even if severance was permitted by the Delaware clause, EpiRx’s individual claims fall within the scope of the Delaware clause. A. EpiRx’s Claims Cannot Be Severed for Purposes of Applying the Delaware Clause The trial court found EpiRx’s claim for breach of contract is governed by the internal affairs doctrine and, thus, the Delaware clause applies to that claim. On this basis, the court dismissed the breach of contract claim from the San Diego action, and the parties do not challenge this ruling here. The 14 court, without much explanation, found EpiRx’s remaining three claims for fraudulent concealment, promissory fraud, and unfair business practices did not fall within the scope of the mandatory forum selection clause and declined to dismiss them. If allowed to stand, the result of this order would be that three of EpiRx’s claims would proceed in San Diego while the other would be filed in a different jurisdiction.8 But the plain language of the Delaware clause and the policies disfavoring piecemeal litigation do not permit such partitioning of EpiRx’s claims. Both California and Delaware courts interpret forum selection clauses by their plain language. (See Intershop Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196–198 [looking to plain language of forum selection clause]; GXP Capital, LLC v. Argonaut Mfg. Servs. (Del. 2021) 253 A.3d 93, 100 [finding trial court properly interpreted forum selection clause pursuant to plain meaning]; see also Salamon v. Orchid Glob., Inc. (2026) 122 Cal.App.5th 183, 195 (Salamon) [assuming without deciding that Delaware law governed interpretation of forum selection clause designating Delaware Court of Chancery as mandatory forum].) And the Delaware clause states that “any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine” must be brought in the Delaware Court of Chancery. (Italics added.) This language plainly dictates that when an action contains at least 8 Rather than refiling its breach of contract claim in the Delaware Court of Chancery pursuant to the Delaware clause, EpiRx refiled the claim in San Mateo County Superior Court based on the forum selection clause in the stock purchase agreement. Whether EpiRx properly filed the claim in San Mateo County is not an issue before us here. 15 one claim falling within the scope of the clause, the entire action is to proceed in Delaware. The parties’ contracted language “comports with common sense and commercial reality.” (Nedlloyd Lines B.V. v. Superior Court (1992) 3 Cal.4th 459, 469 (Nedlloyd) [considering choice-of-law clause].) As our Supreme Court explained in Nedlloyd, “When a rational businessperson enters into an agreement establishing a transaction or relationship and provides that disputes arising from the agreement shall be . . . [brought in] an identified jurisdiction, the logical conclusion is that he or she intended that [jurisdiction] to apply to all disputes arising out of the transaction or relationship. We seriously doubt that any rational businessperson, attempting to provide by contract for an efficient and business-like resolution of possible future disputes, would intend that the laws of multiple jurisdictions would apply to a single controversy having its origin in a single, contract-based relationship. Nor do we believe such a person would reasonably desire a protracted litigation battle concerning only the threshold question of . . . [which jurisdiction was to hear] which asserted claims or issues. Indeed, the manifest purpose of a [forum selection] clause is precisely to avoid such a battle.” (Id. at pp. 469–470; Olinick v. BMG Entertainment (2006) 138 Cal.App.4th 1286, 1300–1301 [applying reasoning of Nedlloyd to forum selection clause]; Cal-State Business Products & Services, Inc. v. Ricoh (1993) 12 Cal.App.4th 1666, 1677 [same].) Requiring that this case remain intact not only comports with the parties’ contractual considerations but also protects the “policy of encouraging judicial economy, avoiding piecemeal litigation, and encouraging convenience of the parties.” (In re Fuel Industry Climate Cases (2026) 117 Cal.App.5th 882, 896.) Courts have recognized in a variety of contexts 16 “the law’s abhorrence of a multiplicity of lawsuits.” (Hulsey v. Koehler (1990) 218 Cal.App.3d 1150, 1157 (Hulsey); see, e.g., Mycogen Corp. v. Monsanto Co. (2002) 28 Cal.4th 888, 897 (Mycogen) [“A clear and predictable res judicata doctrine promotes judicial economy. Under this doctrine, all claims based on the same cause of action must be decided in a single suit.”]; In re Fuel Industry Climate Cases, at p. 896 [recognizing concerns of judicial economy and avoidance of piecemeal litigation favored extending personal jurisdiction to all claims in an action]; Hulsey, at p. 1157 [considering public policy served by statute requiring defendant to raise all related causes of action in a cross- complaint]; Californians for Native Salmon Etc. Ass’n v. Dep’t of Forestry (1990) 221 Cal.App.3d 1419, 1430–1431 [action for declaratory relief was proper in part because “piecemeal litigation of the issues in scores of individual proceedings would be an immense waste of time and resources”].) “We discern no difference between” the public policy considerations at play in those cases and those at issue here. (Hulsey, at p. 1157.) EpiRx resists this conclusion, but we are not persuaded by its argument that the trial court’s order would not result in piecemeal litigation and risk inconsistent results, for several reasons. First, EpiRx argues defendants “have made no showing that EpiRx has filed or will file in Delaware,” and that “[t]here is no Delaware action, and there will be no Delaware litigation arising from this dispute.” It is not clear how EpiRx would have defendants make a showing as to EpiRx’s own litigation strategy. Regardless, we are not persuaded by EpiRx’s self-serving commitment not to pursue a Delaware action at this juncture when its San Diego action has not yet been foreclosed. Second, EpiRx argues its breach of contract claim “is separate and distinct from the fraud in the inducement claims and the unfair business 17 practice claims,” as it presents a different legal theory, is premised on different events, and seeks distinct damages. But the cases that have considered the public policy disfavoring piecemeal litigation do not support severing the causes of action here, which all relate to defendants’ alleged inducement of EpiRx’s stock purchases and the resulting business dispute. (See, e.g., Mycogen, supra, 28 Cal.4th at p. 897 [“ ‘ “Res judicata precludes piecemeal litigation by splitting a single cause of action or relitigation of the same cause of action on a different legal theory or for different relief.” ’ ”]; In re Fuel Industry Climate Cases, supra, 117 Cal.App.5th at p. 896 [causes of action should be litigated together when they “aris[e] out of a common nucleus of operative facts”]; Hulsey, supra, 218 Cal.App.3d at pp. 1156–1157 [defendant must assert cause of action in cross-complaint rather than separate action where it “arises out of the same transaction, occurrence, or series of transactions or occurrences as the cause of action which the plaintiff alleges in his complaint”].) Last, EpiRx argues defendants could avoid any potential piecemeal litigation by moving to transfer the San Diego action to San Mateo County, “where the cases could again be consolidated into one case.” But the trial court found, and we agree, that EpiRx may not belatedly invoke the San Mateo County forum selection clause in the stock purchase agreement. It would be nonsensical to allow EpiRx to achieve their untimely quest to litigate this matter in San Mateo County by forcing defendants to make the transfer request when they have never sought to litigate this action in any venue other than the Delaware Court of Chancery. Upon the trial court’s finding that the Delaware clause was valid and enforceable with respect to EpiRx’s breach of contract claim, the plain language of the clause and the policies disfavoring piecemeal litigation 18 necessitate dismissal of the entire action. The trial court’s order severing EpiRx’s breach of contract claim from its surviving claims was error. B. EpiRx’s Individual Claims Fall Within the Scope of the Delaware Clause Even if the trial court could have severed EpiRx’s claims that fell within the scope of the Delaware clause from any that did not, the result would be the same because we conclude each of EpiRx’s claims fall within the scope of the clause. Again, the Delaware clause expressly states it applies to claims governed by the internal affairs doctrine. “The internal affairs doctrine is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs . . . because otherwise a corporation could be faced with conflicting demands.” (Edgar v. Mite Corp. (1982) 457 U.S. 624, 645 (Edgar).) The United States Supreme Court, as well as the courts of California and Delaware, have recognized that the internal affairs doctrine applies to matters pertaining to the relationship between the corporation and its shareholders. (Ibid.; EpicentRx II, supra, 18 Cal.5th at p. 70, fn. 2; VantagePoint Venture Partners 1996 v. Examen, Inc. (Del. 2005) 871 A.2d 1108, 1113 (VantagePoint).) “ ‘[T]he law of the state of incorporation applies to an action that concerns the “internal affairs” of corporations.’ ” (EpicentRx II, at p. 70, fn. 2; Atherton v. FDIC (1997) 519 U.S. 213, 224.) Here, the trial court did not explain why it found EpiRx’s claims for fraudulent concealment, promissory fraud, and unfair business practices do not relate to the Company’s internal affairs. The court, however, explicitly found EpiRx’s breach of contract claim relates to the Company’s internal affairs because it concerns EpiRx’s rights as a shareholder, thereby implying 19 it found EpiRx’s other claims do not concern shareholder rights. And both here and in the trial court, EpiRx has argued its claims do not relate to the Company’s relationship to EpiRx as a shareholder because it was not yet a shareholder at the time of the alleged misconduct that induced their investment in the Company. But EpiRx’s claims, as alleged in the complaint, including the three surviving claims, are not limited to alleged misconduct occurring before it became a shareholder and directly relate to its relationship to the Company as such a shareholder. Specifically, EpiRx alleged in the complaint that, between August 2016 and June 2018, it invested money in the Company in exchange for shares of its stock. And it alleged the misconduct underlying each of its causes of action occurred between 2015 and 2017, which is both before and after it became a shareholder. EpiRx similarly rests each of its claims on an allegation that the Company and its employees concealed information “during the period of EpiRx’s investment in [the Company].” It further alleges it has been injured by the devaluation of the stock it owns. Notably, in its supplemental opposition to the motion to dismiss, EpiRx argued the San Mateo forum selection clause in the stock purchase agreement should apply because its claims “cannot be divorced from the purchase of the stock, as the purchase of the stock and entry into the Stock Purchase Agreement comprise the acts performed in reliance on misrepresentations and as a result of concealments.” EpiRx cannot have it both ways. EpiRx also argues its surviving claims are not governed by the internal affairs doctrine because it “is not challenging any aspect of EpicentRx’s incorporation or matters of internal corporate governance,” “[f]or example, [it] is not suing for failure to declare a dividend or the method of calculating dividends . . . ; [it] is not fighting abo[ut] election or appointment of directors, 20 adoption or amendment of by-laws or certificate of incorporation, voting or other rights accorded by its preferred shares, how votes are tallied on any corporate governance issue, method of holding shareholder meetings, or any merger, consolidation, reorganization, or other business decision.” Regardless of what EpiRx’s claims may not challenge, as we have explained their claims do “pertain[ ] to the relationship between [EpicentRx] and its shareholders,” which is sufficient to invoke the internal affairs doctrine. (Edgar, supra, 457 U.S. at p. 645; EpicentRx II, supra, 18 Cal.5th at p. 70, fn. 2; VantagePoint, supra, 871 A.2d at p. 1113.) Finally, relying on Lidow v. Superior Court (2012) 206 Cal.App.4th 351, EpiRx argues its claims are not governed by the internal affairs doctrine because “ ‘vital statewide interests are at stake, such as maintaining the integrity of California security markets and protecting its citizens from harmful conduct.’ ” Lidow considered whether, under the internal affairs doctrine, “California law or foreign law applies to a claim brought by an officer of a foreign corporation for wrongful termination in violation of public policy.” (Lidow, at p. 354.) It issued a narrow holding, under the specific circumstances of that case, that “where a foreign corporation has removed or constructively discharged a corporate officer in retaliation for that person’s complaints of possible harmful or unethical activity, California law applies.” (Ibid.) Even assuming Lidow applies more broadly to prohibit the application of the internal affairs doctrine where the claim at issue invokes a vital statewide interest, EpiRx has not identified such an interest here. EpiRx’s claims allege fraud, which can be brought in Delaware. And while California might have an interest in protecting persons from fraud in the purchase of stock, garden variety fraud is not sufficient to defeat a forum selection 21 clause.9 (See Furda v. Superior Court (1984) 161 Cal.App.3d 418, 428 [“[I]f garden variety fraud were sufficient of itself to de