StarNet Ins. Co. v. CPM Wolverine Proctor CA5

Filed 11/10/26 StarNet Ins. Co. v. CPM Wolverine Proctor CA5 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for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 This opinion has not been certified for publication or or dered published for purposes of rule 8.1115. IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA FIFTH APPELLATE DISTRICT STARNET INSURANCE COMPANY, F089577 Plaintiff and Appellant, (Super. Ct. No. VCU295263) v. CPM WOLVERINE PROCTOR LLC, ORDER MODIFYING OPINION Defendant and Respondent. AND DENYING REHEARING [NO CHANGE IN JUDGMENT] TREEHOUSE CALIFORNIA ALMONDS, LLC, Plaintiff and Appellant, (Super. Ct. No. VCU295264) v. CPM WOLVERINE PROCTOR LLC, Defendant and Respondent. CERTAIN UNDERWRITERS AT LLOYD’S OF LONDON SUBSCRIBING TO POLICY NUMBER B0702CM306120, (Super. Ct. No. VCU305097) Plaintiff and Appellant, v. CPM WOLVERINE PROCTOR LLC, Defendant and Respondent. THE COURT: It is ordered that the opinion filed herein on October 14, 2026, be modified in the following particulars: 1. On page 24, at the end of the second full paragraph under the subheading “A. Pennsylvania Law,” following the parenthetical citation of “(Phillips v. Cricket Lighters (Pa. 2003) 841 A.2d 1000, 1005; § 402A, com. l.),” add as footnote 14 the following footnote, which will require renumbering of all subsequent footnotes: 14 CPM argues this court should follow the approach set forth in Johnson v. Toll Brothers, Inc., supra, 303 A.3d 471, wherein an intermediate Pennsylvania appellate court engaged in a “gist of the action” analysis to assess whether a strict products liability cause of action before it sounded in contract or tort. (Id. at pp. 475–476.) The problem with following the Johnson approach that CPM advocates for is that it runs counter to the categorical statements of Pennsylvania’s highest court that a strict liability cause of action “sounds in tort,” and “involves breach of duties ‘imposed by law as a matter of social policy.’ ” (Tincher, supra, 104 A.3d at p. 400.) In making those categorical statements, the Pennsylvania Supreme Court recognized the cause of action “implicates the social and economic policy” of Pennsylvania (id. at p. 385), and that a manufacturer may be held liable for damages caused by defective products the manufacturer has placed in the stream of commerce. (Ibid.) 2.  There is no change in the judgment. Respondent CPM Wolverine Proctor LLC’s petition for rehearing is denied. DETJEN, Acting P. J. WE CONCUR: FRANSON, J. HARRELL, J. 3. Filed 10/14/26 StarNet Ins. Co. v. CPM Wolverine Proctor CA5 (unmodified opinion) NOT TO BE PUBLISHED IN THE 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. IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA FIFTH APPELLATE DISTRICT STARNET INSURANCE COMPANY, F089577 Plaintiff and Appellant, (Super. Ct. No. VCU295263) v. CPM WOLVERINE PROCTOR LLC, OPINION Defendant and Respondent. TREEHOUSE CALIFORNIA ALMONDS, LLC, Plaintiff and Appellant, (Super. Ct. No. VCU295264) v. CPM WOLVERINE PROCTOR LLC, Defendant and Respondent. CERTAIN UNDERWRITERS AT LLOYD’S OF LONDON SUBSCRIBING TO POLICY NUMBER B0702CM306120, (Super. Ct. No. VCU305097) Plaintiff and Appellant, v. CPM WOLVERINE PROCTOR LLC, Defendant and Respondent. APPEAL from a judgment of the Superior Court of Tulare County. David C. Mathias, Judge. Grotefeld Hoffmann, Adam M. Romney and Jocelyn S. Metsch; Engstrom, Lipscomb & Lack, Andrew M. Jacobson, Sydney Desman; Webb Daniel Friedlander and Laurie Webb Daniel for Plaintiffs and Appellants. Kahana & Feld, Michelle Martin, Kirk C. Jenkins, Donald L. Hall III, and Julie Ritchie for Defendant and Respondent. -ooOoo- Plaintiff and appellant Treehouse California Almonds, LLC (Treehouse), and its insurers, plaintiffs and appellants StarNet Insurance Company (StarNet) and Certain Underwriters at Lloyd’s of London Subscribing to Policy Number B0702CM306120 (Lloyd’s) (collectively, plaintiffs) appeal from a judgment entered in favor of defendant and respondent CPM Wolverine Proctor LLC (CPM) after the trial court granted CPM’s motion for summary judgment. 2.  Treehouse and CPM entered into a purchase agreement that contained, in pertinent part, a limitation of actions provision and an exclusion of damages provision. CPM moved for “summary judgment or, in the alternative … summary adjudication” (boldface & capitalization omitted) challenging the complaints and the causes of action for strict products liability, ordinary negligence, and gross negligence. The summary judgment motion challenged the complaints on the ground they were each filed beyond the time limit of the purchase agreement’s limitation of actions provision. The summary adjudication motion challenged the causes of action on the ground they were each subject to the exclusion of damages provision of the purchase agreement. The trial court granted CPM’s motion for summary judgment finding the complaints were filed beyond the time limit delineated in the limitation of actions provision. It did not rule on CPM’s motion for summary adjudication. We conclude the strict products liability causes of action are not subject to the limitation of actions provision in the purchase agreement and so we reverse the trial court’s ruling on summary judgment. On the motion for summary adjudication, we conclude (1) the strict liability causes of action may or may not be subject to the exclusion of damages provision depending on factual determinations that were not made in the trial court, (2) the gross negligence causes of action are not subject to the exclusion of damages provision in the purchase agreement, and (3) the ordinary negligence causes of action are subject to the exclusion of damages provision.1 1 Because CPM limited its summary adjudication motion to grounds based on the exclusion of damages provision, we do not address whether summary adjudication would be appropriate as to any cause of action based on the limitation of actions provision. 3.  FACTUAL AND PROCEDURAL BACKGROUND Treehouse, and its insurers, StarNet and Lloyd’s, each filed separate lawsuits against CPM and other defendants,2 seeking damages suffered in connection with a fire at Treehouse’s warehouse in Earlimart, California (sometimes, the subject incident or subject fire). Plaintiffs allege the fire was caused by an almond roaster (hereafter the almond roaster) that malfunctioned. CPM sold the almond roaster to Treehouse, and is alleged to have “designed, manufactured, and supervised [its] assembly.” Plaintiffs allege causes of action against CPM for strict products liability, ordinary negligence, and gross negligence. I. Factual Background A. The purchase agreement. For approximately 10 months prior to entering into the agreement to purchase the almond roaster, Treehouse representative Carl Tristao and CPM representative Chuck Kovacs communicated with each other concerning the proposed purchase and sale of the almond roaster and discussed certain attributes that Treehouse desired in the almond roaster including, without limitation, the number of roasting zones that were desired and 2 Other defendants named in each of plaintiffs’ respective complaints include Beeler Industries, Inc., which is alleged to have “unloaded and unpackaged” “sections of the [almond roaster]” and “designed, manufactured, and installed additional [almond roaster] components not designed or manufactured by CPM”; Brother’s Welding Services Inc, which is alleged to have “provided welding services … necessary to assemble the [almond roaster]” and “installation support”; Rockwell Automation, Inc., doing business as Allen-Bradley PLC, which is alleged to have “manufactured the … Control System with starters and burner management, which failed in use and failed to safely regulate the temperature in the roasting chamber”; and California Boiler, Inc., which is alleged to have “serviced, repaired, and/or periodically maintained” the almond roaster. Lloyd’s also named Rutter Armey, Inc., as a defendant in its complaint and the register of actions shows Rutter Armey, Inc., was substituted in as a defendant in place of a fictitiously named defendant. The register of actions and, more broadly, the record on appeal, do not identify the specific complaint(s) to which Rutter Armey, Inc., was added as a party defendant. 4. whether a warming zone would be beneficial. Ultimately, the parties agreed that the almond roaster would have two roasting zones and one ambient cooling zone. On or about March 20, 2015, CPM submitted a proposal to Treehouse for the purchase of “[o]ne (1) Wolverine Proctor Roaster rated for 4,400 lbs./hr of Whole Natural Almonds” (i.e., the almond roaster). On March 25, 2015, Treehouse accepted the proposal in writing (the Purchase Agreement). The Purchase Agreement provided, in part, that the almond roaster components would be “shipped in pre-assembled sections” and that “[c]irculating fans, gas burners and conveyor will be installed at the job site.” CPM agreed that the almond roaster’s gas burning equipment would have a “[c]ombustion safeguard system [that] will consist of a safety shut-off valve, gas pressure switches, high temperature limit switches, solenoid valves in gas pilot lines and [a] Honeywell or equivalent flame detection system.” CPM also agreed “[t]he gas burning equipment [will] include[] features of NFPA [i.e., National Fire Protection Association, hereafter NFPA] design and the necessary safety devices as recommended by NFPA regulations. If local regulations require additional devices or design changes, these may be included at additional cost.” The Purchase Agreement specified that certain work and materials were to be furnished by Treehouse unless the Purchase Agreement provided otherwise. Under the Purchase Agreement, Treehouse was to furnish the “[n]ecessary sprinkler system as may be required by insurance or governmental authorities.” The Purchase Agreement further provided: “Equipment Safety. Purchaser acknowledges that it is fully familiar with the products to be processed in the equipment and the methods and procedures used in processing said products. When product(s) to be processed are of a flammable or combustible nature Purchaser must properly clean the equipment in order to prevent hazardous build-up of flammable or combustible material. Purchaser should also provide an adequate fire suppression system on the equipment in situations where flammable or combustible material may build up in the equipment.” 5. and “Purchaser agrees to maintain all necessary guards and other safety features with respect to the Equipment. Purchaser further agrees to supply any guard and other safety equipment required for the safe operation of the Equipment not required to be supplied by the Company pursuant to this Agreement.” The Purchase Agreement also contained several provisions that are of particular relevance to the appeal. First, the Purchase Agreement contains a choice of law provision that reads: “Pennsylvania law applies to this Agreement, and governs its construction and interpretation. Disputes arising under this Agreement may be resolved in federal or state court in the Commonwealth of Pennsylvania. The parties stipulate and agree that the Equipment and any repair or component parts thereto are ‘goods’ as that term is defined by [section ]2-105 of the Pennsylvania Uniform Commercial Code, and that the Pennsylvania Uniform Commercial Code applies to this transaction,” (the choice of law provision). Next, the Purchase Agreement contains a limitation of actions provision that reads: “Any action against the Company for breach of this Agreement or of any guarantee or warranty granted herein by the Company must be commenced within 12 months of the date of the occurrence of such breach,” (the limitation of actions provision). In addition, the Purchase Agreement contains an exclusion of damages provision that reads: “EXCLUSION OF DAMAGES, THE COMPANY SHALL NOT BE LIABLE FOR PROXIMATE, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, ERECTING EXPENSES AND DAMAGES FOR LOSS OF PROFITS OR PRODUCTION OR INJURY TO PERSON OR PROPERTY WHETHER ARISING IN CONTRACT OR TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,” (the exclusion of damages provision). In the Purchase Agreement, CPM “warrant[ed] the Equipment against defects in materials and workmanship for a period of twelve months” limited to “replacement or 6. repair … of any defective parts manufactured by [CPM].” The Purchase Agreement stated that “warranties of merchantability or of fitness for a particular purpose … are specifically excluded” and “there are no warranties expressed or implied which extend beyond the description of the equipment contained in [the Purchase Agreement].” (Capitalization omitted.) B. Additional facts. In interrogatory responses, Treehouse indicated its purpose in purchasing the almond roaster was to roast almonds “on a commercial level which equated to running the roaster in twelve hour shifts twice per day, often six days a week.” The almond roaster components designed and manufactured by CPM were assembled at the Treehouse facility by defendant Beeler Industries, Inc., under CPM’s supervision, and the almond roaster was put into operation in May 2016. On May 25, 2016, Treehouse notified CPM that the almond roaster needed to be serviced because “fans in zone one [were] out of balance, vibrating, and wobbling.” CPM sent an engineer out to troubleshoot the issue and a local contractor, defendant Rutter Armey, Inc., rebalanced all six fans in June 2016. The almond roaster was in operation for nearly five years before the subject incident. During that time, the almond roaster experienced occasional performance issues and Treehouse contracted with defendant California Boiler, Inc., to keep the almond roaster running safely. II. Procedural Background A. Treehouse’s complaint. On January 17, 2023, Treehouse filed its complaint against CPM and the other named defendants in connection with an alleged fire that occurred nearly two years 7. earlier, on January 18, 2021 (the Treehouse lawsuit).3 According to the complaint, the fire started “when the [almond roaster] [it purchased from CPM] failed to operate as intended which led to an overheating event [that] caused over 4,000 pounds of raw California almonds to reach their auto-ignition temperature and ignite.” Treehouse alleged “the [almond roaster’s] impeller fan blade assembly failed” and, as a result, the fan blade could not perform its “intended function of circulating the hot air” generated within the roaster, thereby causing “runaway high temperatures,” the “autoignition of the almonds,” and a “catastrophic fire.” Treehouse alleged CPM “had a duty to provide a functioning combustion safeguard system which included a functioning safety shutoff valve, functioning gas pressure switches, functioning high temperature limit switches, functioning solenoid valves in gas pilot lines, a functioning flame detection sensing system, and a functioning internal fire extinguishment system within the [almond roaster].” The alleged absence of “an internal fire suppression system with the [almond roaster] allowed the fire to breach the [almond roaster’s] roasting chamber.” Treehouse alleged its employees attempted to, but could not, put out the fire, and had to “evacuate the area, fearing for their safety and lives.” Treehouse alleged the fire “caused significant damage to the building which housed the [almond roaster] and destroyed everything within that same building.” Treehouse alleged causes of action against CPM, for strict products liability, ordinary negligence, gross negligence, breach of express and implied warranties, breach of contract and negligent misrepresentation. 3 The Treehouse lawsuit was assigned Tulare County Superior Court case No. VCU295264. 8.  B. StarNet’s complaint. On the same day Treehouse filed its complaint, January 17, 2023, StarNet filed its complaint in subrogation against CPM and the other named defendants, alleging that, during all times relevant, StarNet insured Treehouse’s “real and personal business property” at the location where the almond roaster was assembled, and Treehouse’s “economic interests” (the StarNet lawsuit).4 StarNet’s allegations against CPM largely mirrored the allegations Treehouse lodged against CPM. As Treehouse’s subrogee, StarNet alleged causes of action against CPM, for strict products liability, ordinary negligence, gross negligence, breach of contract and express warranties, and negligent misrepresentation. C. Lloyd’s complaint. On January 12, 2024, nearly one year after Treehouse and StarNet filed their respective complaints and nearly three years after the subject fire, Lloyd’s filed a complaint against CPM, and other named defendants, alleging that, during all times relevant, Lloyd’s had also insured Treehouse’s real business property, which was damaged in the fire (the Lloyd’s lawsuit).5 The allegations of Lloyd’s complaint largely mirrored those of Treehouse’s and StarNet’s complaints. Lloyd’s alleged causes of action against CPM for strict products liability, ordinary negligence, gross negligence, and breach of express warranties. The trial court consolidated the Treehouse, StarNet and Lloyd’s lawsuits upon the stipulation of the parties, and for good cause. The StarNet lawsuit was designated the lead case. 4 The StarNet lawsuit was assigned Tulare County Superior Court case No. VCU295263. 5 The Lloyd’s lawsuit was assigned Tulare County Superior Court case No. VCU305097. 9.  D. CPM’s demurrer and plaintiffs’ dismissal of contract claims. On May 12, 2023, CPM filed a demurrer to StarNet’s complaint on grounds the action was filed outside the one-year limitation period that the parties had contractually agreed to “ ‘for breach of [the Purchase Agreement] or of any guarantee or warranty’ ” contained in the agreement. That same day, StarNet dismissed, without prejudice, its cause of action for breach of contract and express warranties. In its demurrer, CPM contended the limitation period applied to all StarNet’s stated causes of action—which were largely the same as Treehouse’s and Lloyd’s stated causes of action. The trial court overruled the demurrer as to StarNet’s first, second and third causes of action for strict products liability, ordinary negligence and gross negligence. The court found “the demurrer moot as to the dismissed fourth cause of action” for breach of contract and express warranties, and sustained the demurrer to StarNet’s fifth cause of action for negligent misrepresentation “with leave to amend.” On August 7, 2023, StarNet dismissed, without prejudice, its cause of action for negligent misrepresentation. Similarly, on May 19, 2023, Treehouse dismissed, without prejudice, its causes of action for breach of express and implied warranties, and breach of contract, and, on August 8, 2023, dismissed, without prejudice, its cause of action for negligent misrepresentation. Finally, on October 28, 2024, Lloyd’s dismissed, without prejudice, its cause of action for breach of express and implied warranty. When the dust settled, the only causes of action asserted by each plaintiff against CPM were for strict products liability, ordinary negligence, and gross negligence. E. CPM moves for summary judgment and summary adjudication. On August 19, 2024, CPM moved for summary judgment against each plaintiff. The motion was “made on the grounds that Plaintiffs’ Complaints were filed after the one year limit specified in the Purchase Agreement entered into by … Treehouse. The subrogation Complaints of … StarNet and Lloyd’s are derivative and the one year suit time limit agreed to by Treehouse applies to those consolidated subrogation Complaints.” 10. In the alternative, CPM moved for summary adjudication of each plaintiffs’ causes of action for strict products liability, ordinary negligence, and gross negligence on the ground the exclusion of damages provision “specifies that CPM shall not be responsible for damages including damages for lost profits and damages [for] injury to property arising in tort.”6 In its separate statement of material facts, CPM set forth 11 facts that it contends entitles it to summary judgment.7 Those facts are summarized, as follows: (1) Treehouse is a commercial almond processor that freely negotiated the terms of the Purchase Agreement; (2) the Purchase Agreement contains the choice of law provision; (3) CPM’s main office is in Pennsylvania; (4) the Purchase Agreement contains the limitation of actions provision; (5) the Purchase Agreement contains the exclusion of damages provision; (6) the Purchase Agreement contains a provision excluding certain warranties8; (7) Treehouse’s production manager signed the Purchase Agreement under a provision that stated he affirmed that he read and understood all terms and conditions on the contract including the exclusion of warranties provision and intended to be legally bound by the Purchase Agreement’s terms; (8) plaintiffs alleged the subject incident occurred on January 18, 2021; (9) Treehouse and StarNet filed their lawsuits on 6 CPM also moved for summary adjudication of Lloyd’s cause of action for breach of express warranty. However, Lloyd’s dismissed its breach of warranty cause of action prior to the trial court ruling on the motion. 7 CPM asserts some combination (but not all) of these same 11 facts in seeking summary adjudication of each of plaintiffs’ three causes of action for strict products liability, negligence, and gross negligence. In addition, CPM asserts the following additional fact in seeking summary adjudication of each of those causes of action: “Plaintiffs are seeking damages for lost profits and damage to property.” 8 This asserted fact was only relevant to the extent CPM’s summary adjudication motion was directed toward Lloyd’s cause of action for breach of contract and express warranties, which, at the time, was the only remaining cause of action for breach of warranties asserted by any plaintiff, and which cause of action Lloyd’s dismissed after CPM filed its motion. (See fn. 6, ante.) 11. January 17, 2023; (10) Lloyd’s filed its lawsuit on January 12, 2024; and (11) the lawsuits are consolidated for all purposes. On October 31, 2024, plaintiffs filed a consolidated opposition to CPM’s motion for summary judgment/adjudication. Plaintiffs asserted additional material facts in opposition to the motion but, with the notable exception of plaintiffs’ complaints, the Purchase Agreement itself, and evidence submitted by CPM, the record on appeal does not include most of the evidence plaintiffs relied on in its opposition.9 On November 6, 2024, CPM filed its reply paperwork in support of its motion.10 Although many of the additional facts asserted by plaintiffs were not disputed, CPM argued in their response to plaintiffs’ separate statement that they were irrelevant. On December 9, 2024, the trial court issued its ruling. The court granted the motion for summary judgment on the grounds the one-year statute of limitation in the Purchase Agreement applied, and that the complaints of Treehouse, StarNet, and Lloyd’s were barred because they were “filed beyond one year from the occurrence” of the fire. 9 “An appellant has the burden to provide a record sufficient to support its claim of error.” (Bullock v. Philip Morris USA, Inc. (2008) 159 Cal.App.4th 655, 678.) 10 Included among CPM’s reply paperwork were CPM’s objections to evidence submitted by plaintiffs in opposition to CPM’s summary judgment/adjudication motion. It appears the trial court did not rule on the objections and CPM has not renewed its objections on appeal. As a result, we treat the objections as having been properly overruled. (Union Pacific Railroad Co. v. Superior Court (2024) 105 Cal.App.5th 838, 849 [“In the context of a summary judgment motion, ‘if the trial court fails to rule expressly on specific evidentiary objections, it is presumed that the objections have been overruled, the trial court considered the evidence in ruling on the merits of the summary judgment motion, and the objections are preserved on appeal.’ [Citation.] However, ‘the burden [is] on the objector to renew the objections in the appellate court.’ ” (Italics omitted.)].) 12. The trial court “decline[d] to rule on the other issues and theories raised by the parties in the motion and opposition.”11 In granting the motion, the trial court reasoned that Pennsylvania law applies to the Purchase Agreement and to plaintiffs’ causes of action by virtue of the choice of law provision. The court applied the choice of law analysis set forth in Nedlloyd Lines B.V. v. Superior Court (1992) 3 Cal.4th 459, 465–466 (Nedlloyd), discussed post and determined Pennsylvania has a substantial relationship to CPM by virtue of the fact CPM maintains its principal place of business in Pennsylvania—thus justifying the parties’ choice of law. It further determined that Pennsylvania law allows parties to contractually agree upon a shorter limitations period for claims, and that California does as well, so long as the shorter period is reasonable. The trial court determined that Pennsylvania’s “gist of the action doctrine” is comparable to California’s “gravamen of the complaint” analysis—both of which are used to determine the applicable statute of limitations and whether a cause of action sounds in contract or tort—and concluded use of the “gist of the action doctrine” is not contrary to a fundamental policy of California law. It then utilized that doctrine to determine that plaintiffs’ causes of action sound in contract and, therefore, are barred as untimely under the limitation of actions provision. F. Judgment. On January 24, 2025, the trial court issued its “Judgment by Court Under Code of Civil Procedure Section 437c on [CPM’s] Motion for Summary Judgment” (boldface & some capitalization omitted) (the judgment) in favor of CPM and against each plaintiff. 11 On March 30, 2026, we issued an order requesting the parties file supplemental briefs addressing the merits of CPM’s argument on summary adjudication that plaintiffs’ causes of action for strict products liability, negligence and gross negligence are barred by the exclusion of damages provision in paragraph 2.(f) of the Purchase Agreement. Plaintiffs and CPM filed supplemental briefs and supplemental reply briefs in compliance with the order. 13.  G. Motion for reconsideration. Prior to entry of the judgment, on December 23, 2024, plaintiffs filed a consolidated motion for reconsideration of the trial court’s summary judgment ruling. CPM opposed the motion for reconsideration. On February 20, 2025, the court heard the motion and, in a minute order of the same date, denied the motion. No party has challenged the court’s ruling on the motion for reconsideration. H. Appeal. On April 1, 2025, each plaintiff filed timely notices of appeal of the judgment. Additional facts and factual allegations are detailed, as necessary, in the discussion section of this opinion. DISCUSSION I. Standard of Review A trial court’s grant of summary judgment is reviewed de novo. (Samara v. Matar (2018) 5 Cal.5th 322, 338.) “We consider all the evidence offered in connection with the motion, except that which the trial court properly excluded.” (Salas v. Department of Transportation (2011) 198 Cal.App.4th 1058, 1067.) “Evidence presented in opposition to summary judgment is liberally construed, with any doubts about the evidence resolved in favor of the party opposing the motion.” (Regents of University of California v. Superior Court (2018) 4 Cal.5th 607, 618.) “The court’s stated reasons for granting summary judgment are not binding on us because we review its ruling, not its rationale.” (Walker v. Countrywide Home Loans, Inc. (2002) 98 Cal.App.4th 1158, 1168.) “In reviewing a grant of summary judgment, an appellate court must make its own independent determination of the construction and effect of the papers submitted…. The reviewing court applies the same three-step analysis as that of the trial court: (1) identification of issues framed by the pleadings; (2) determination of whether the moving party has established facts which negate the opponent’s claim [or demonstrates a complete defense] and justify a judgment in movant’s favor; and (3) determination of 14. whether the opponent demonstrates the existence of a triable, material factual issue.” (Varni Bros. Corp. v. Wine World, Inc. (1995) 35 Cal.App.4th 880, 886–887; accord, Bashi v. Wodarz (1996) 45 Cal.App.4th 1314, 1318.) “[T]he party moving for summary judgment bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law.” (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 850.) II. Pennsylvania Law Applies to the Determination of Whether the Provisions of the Purchase Agreement Mandate Summary Judgment or Summary Adjudication First, plaintiffs contend “there is no evidence that would support the conclusion that the parties intended the Purchase Agreement’s choice of law provision to apply Pennsylvania law to Treehouse’s products liability claims.” We are not persuaded. Not only do the express terms of the agreement state that “Pennsylvania law applies to this Agreement, and governs its construction and interpretation,” but the agreement provides contractual defenses to CPM (the limitation of actions provision and the exclusion of damages provision) suggesting the parties intended Pennsylvania law to apply to those defenses. Second, plaintiffs contend the trial court erred by employing the “two-part choice of law test” articulated in Nedlloyd, supra, 3 Cal.4th at pages 465 through 466, instead of the “governmental interest test” articulated in Chen v. Los Angeles Truck Centers, LLC (2019) 7 Cal.5th 862 (Chen) in determining that Pennsylvania law applied. Plaintiffs argue that, had the court correctly applied the Chen test, it would have concluded that California law and Pennsylvania law are not in conflict, and that California law should apply. We conclude the trial court used the correct test. In Nedlloyd, the court “consider[ed] the effect of a choice-of-law clause in a contract between commercial entities.” (Nedlloyd, supra, 3 Cal.4th at p. 462.) There, the Supreme Court held: “In determining the enforceability of arm’s-length contractual 15. choice-of-law provisions,” which is the case here, “California courts shall apply the principles set forth in Restatement [Second of Conflict of Laws,] section 187, which reflects a strong policy favoring enforcement of such provisions.” (Id. at pp. 464–465.) Restatement Second of Conflict of Laws, section 187 (hereafter Section 187) provides, in relevant part: “The law of the state chosen by the parties to govern their contractual rights and duties will be applied …. [¶] … unless either [¶] (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties choice, or [¶] (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of [Restatement Second of Conflict of Laws, section] 188,[12] would be the state of the applicable law in the absence of an effective choice of law by the parties.” 12 Section 188 of the Restatement Second of Conflict of Laws reads: “(1) The rights and duties of the parties with respect to an issue in contract are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the transaction and the parties under the principles stated in [Rest.2d Conf. of Laws,] § 6. [¶] (2) In the absence of an effective choice of law by the parties (see § 187), the contacts to be taken into account in applying the principles of [Rest.2d Conf. of Laws,] § 6 to determine the law applicable to an issue include: [¶] (a) the place of contracting, [¶] (b) the place of negotiation of the contract, [¶] (c) the place of performance, [¶] (d) the location of the subject matter of the contract, and [¶] (e) the domicile, residence, nationality, place of incorporation and place of business of the parties. [¶] These contacts are to be evaluated according to their relative importance with respect to the particular issue. [¶] (3) If the place of negotiating the contract and the place of performance are in the same state, the local law of this state will usually be applied, except as otherwise provided in [Rest.2d Conf. of Laws,] §§ 189–199 and 203.” In the absence of an effective choice of law provision, we are of the opinion that California law would apply. CPM’s representative met with Treehouse’s representative in California and Treehouse’s negotiations occurred in California. The product was shipped to California, assembled in California under the supervision of a CPM representative, and was put to use in California. In addition, warranty work was performed in California. (See Rest.2d Conf. of Laws, § 188.) 16.  Chen involved a “tort action arising out of a fatal tour bus accident in Arizona.” (Chen, supra, 7 Cal.5th at p. 864.) “The bus passengers were 10 Chinese tourists and their tour guide.” (Ibid.) Two of the passengers were killed and the remaining eight passengers were injured after the driver “drove the bus around a curve at a high rate of speed and lost control” and the “bus rolled over twice.” (Ibid.) “[T]he eight passengers and survivors of the two passengers who were killed” sued the California owner and operator of the bus company, the California distributor who sold the bus to its owner, and the Indiana manufacturer of the bus. (Id. at p. 865.) The trial court concluded Indiana law applied to the case. (Ibid.) Before trial, however, the Indiana manufacturer settled. The Supreme Court “granted review to determine if the trial court should have reconsidered [its] previous choice of law ruling after [the] Indiana defendant was no longer a party.” (Id. at p. 864.) Unlike Nedlloyd and the case at bar, no contractual choice of law provision was at issue in Chen. Our high court affirmed that, under the circumstances presented in Chen, the governmental interest test was the correct test to apply to determine which jurisdiction’s law would apply. (Chen, supra, 7 Cal.5th at pp. 867, 870.)13 Contrary to plaintiffs’ contention, our Supreme Court did not abandon the Nedlloyd test in favor of the governmental interest test articulated in Chen. In support of their contention, plaintiffs cite to Kearney v. Salomon Smith Barney, Inc. (2006) 39 13 The Chen court described the governmental interest test, as follows: “ ‘First, the court determines whether the relevant law of each of the potentially affected jurisdictions with regard to the particular issue in question is the same or different. Second, if there is a difference, the court examines each jurisdiction’s interest in the application of its own law under the circumstances of the particular case to determine whether a true conflict exists. Third, if the court finds that there is a true conflict, it carefully evaluates and compares the nature and strength of the interest of each jurisdiction in the application of its own law “to determine which state’s interest would be more impaired if its policy were subordinated to the policy of the other state” [citation], and then ultimately applies “the law of the state whose interest would be the more impaired if its law were not applied.” ’ ” (Chen, supra, 7 Cal.5th at pp. 867–868.) 17. Cal.4th 95, 107–108. However, Kearney and the cases it relied on in applying the governmental interest test did not involve a contractual choice-of-law provision. (Kearney, at pp. 99, 107–115 [unauthorized recording of telephone calls], discussing Reich v. Purcell (1967) 67 Cal.2d 551 [wrongful death action]; Offshore Rental Co. v. Continental Oil Co. (1978) 22 Cal.3d 157 [personal injury action]; Bernhard v. Harrah’s Club (1976) 16 Cal.3d 313 [per