FRONTIER OIL CORPORATION v. RLI INSURANCE COMPANY

Filed 8/6/07

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION THREE

Story continued from Part I ..

4. Prior California Opinions Offer Little Guidance on the Application
of Civil Code Section 1646 as a Choice-of-Law Rule

The California Courts of Appeal have cited Civil Code section 1646 in several opinions involving choice-of-law issues, but those opinions offer little or no meaningful guidance as to the meaning of indicate a place of performance.

Blochman etc. Bank v. Ketcham (1918) 36 Cal.App. 284 (Blochman) was the first opinion by a California court to expressly invoke Civil Code section 1646 as a choice‑of-law rule. Blochman involved a promissory note executed and delivered in Mexico, with the place of payment left blank. The plaintiff later inserted in the blank a location in California. (Blochman, supra, at p. 285.) Blochman concluded that the parties intended to allow the holder to designate a place for payment. The court stated that this was the law of California when a blank was left in a note for the holder to fill in, stated that there was nothing in the record to indicate that Mexican law was to the contrary, and therefore presumed that Mexican law was the same. (Id. at pp. 286-287.) Although this discussion concerned the choice of law with respect to the interpretation of the contract, Blochman did not cite section 1646 in this context. Instead, Blochman cited section 1646 in support of its conclusion that California law, rather than the law of Mexico, governed the validity and enforceability of the note because the note was payable in California.[1] (Id., supra, at p. 287.) Blochman did not discuss whether there was any indication that the contracting parties anticipated that the note would be made payable in California.

Blair v. New York Life Ins. Co. (1940) 40 Cal.App.2d 494 (Blair) was an action by an insured for payment of disability insurance benefits. The defendant executed and issued the policy in New York, and delivered it to the insured in the State of Washington. The insured moved to California several years later. The insured received disability benefits in Washington and California before the defendant discontinued the payment of benefits based on the insureds failure to disclose material facts concerning her physical condition. (Id. at p. 496.) The choice-of-law issue concerned the interpretation of an incontestability clause. (Id. at p. 500.) Blair quoted Civil Code section 1646 and stated that the statute means that the place where the contract is made is of importance when the contract does not indicate a specific place of performance. (Blair, supra, at p. 498.) After an intervening discussion, Blair stated, The law of the place of performance of an insurance contract controls as to its legal construction and effect, but that of the place where made governs on all questions of execution and validity (Flittner v. Equitable Life Assur. Soc. [(1916)] 30 Cal.App. 209 [157 Pac. 630]), unless the terms of the contract provide otherwise or the circumstances indicate a different intention.[2] (Id. at p. 499.) Blair did not cite section 1646 with regard to this last quoted statement.

The terms of the insurance policy in Blair provided for payment of premiums at the defendants home office in New York or to an authorized agent elsewhere. (Blair, supra, 40 Cal.App.2d at p. 498.) Blair concluded, [u]nder this provision, the contract was to be performed partly in New York and partly in any other place where the premiums were paid or other necessary business could be transacted. (Id. at p. 499; but see Flittner v. Equitable Life Assur. Soc., supra, 30 Cal.App. at p. 213, reaching a different conclusion on similar facts.) Blair stated that the contract was performed partly in New York and partly in Washington, that the defendant waived the right to apply Washington law by paying benefits to the plaintiff in California, and that the law of California governed because the breach occurred in California.[3] (Id. at p. 499; see also Braun v. New York Life Ins. Co. (1941) 46 Cal.App.2d 335, 344-346 [followed Blair and declined to discuss the argument that Blair failed to give effect to Civ. Code,  1646].) The holding in Blair apparently was based on the stated choice-of-law rule that in the circumstances of that case, liability for breach of contract was governed by the laws of the state where the breach occurred; the holding apparently was not based on section 1646.

Shippers Dev. Co. v. General Ins. Co. (1969) 274 Cal.App.2d 661 (Shippers)involved the interpretation of an insurance policy exclusion. (Id. at pp. 673‑674.) Shippers stated that the insurer relied on Civil Code section 1646, quoted the statute, and then stated: The insurers argument fails to consider the following rule: The law of the place of performance of an insurance contract controls as to its legal construction and effect, but that of the place where made governs on all questions of execution and validity [citation], unless the terms of the contract provide otherwise or the circumstances indicate a different intention. In this case, the circumstances do not indicate that in the matter of the interpretation of the contract, the parties intended to be restricted to the laws of the State of Washington, where the contract was consummated by the delivery of the policy. (Blair v. New York Life Ins. Co. (1940) 40 Cal.App.2d 494, 499 [104 P.2d 1075].) It was contemplated that the policy would be effective and might have to be performed outside the State of Washington. The law of this state in interpreting the policy will govern the extent of the coverage with respect to losses occurring within this state. [Citation.] (Shippers, supra, at p. 674, fn. omitted.) Thus, it appears that rather than construe and apply section 1646, Shippers followed dicta from Blair. Although it appears that the dicta may be somewhat consistent with section 1646 with respect to the law governing contract interpretation, we must construe and apply the statute rather than a purported rule of law of some other origin.

Some California opinions citing Civil Code section 1646 have concluded that there was no conflict between the laws of the states involved, and therefore have not determined whether the contract indicated a place of performance. (See e.g., Gitano Group, Inc. v. Kemper Group (1994) 26 Cal.App.4th 49, 56-57 & fn. 4; International Service Ins. Co. v. Gonzales (1987) 194 Cal.App.3d 110, 116.) Other opinions have cited section 1646 to support conclusions on choice-of-law issues other than the law governing the interpretation of a contract (e.g., Hambrecht & Quist Venture Partners v. American Medical Internat., Inc. (1995) 38 Cal.App.4th 1532, 1540-1541 [statute of limitations]; Klein v. Superior Court (1988) 198 Cal.App.3d 894, 902 [formation of an oral contract]; Henderson v. Superior Court (1978) 77 Cal.App.3d 583, 592-593 [validity and enforceability of a contract, statute of limitations, statute of frauds, and parol evidence rule]; Wheeling v. Financial Indem. Co. (1962) 201 Cal.App.2d 36, 40 [validity of an insurance policy exclusion]; Bracker v. American Nat. Food (1955) 133 Cal.App.2d 338, 344 [measure of contract damages]; Hardy v. Musicraft Records (1949) 93 Cal.App.2d 698, 702 [validity of a stock sale under securities laws]; Blochman, supra, 36 Cal.App. at p. 287 [validity of a promissory note]), without explaining why a statute that by its express terms establishes a choice‑of‑law rule only as to the interpretation of a contract should determine other choice‑of‑law issues. These and other California opinions offer little or no analysis of the meaning of indicate a place of performance in section 1646.[4]

5. The Governmental Interest Analysis Does Not Supplant Civil Code
Section 1646 as to the Law Governing the Interpretation of Contracts

The most prevalent modern choice-of-law rule in California is the governmental interest analysis. The governmental interest analysis replaced former common law choice-of-law rules, and is sometimes labeled Californias modern choice-of-law rule. Some courts and commentators (discussed post) have inferred or suggested that the judicially developed governmental interest analysis supplants the choice-of-law rule stated in Civil Code section 1646. Our careful review of the governmental interest analysis as developed by the California Supreme Court, however, causes us to conclude that it does not supplant the legislative command of section 1646.

Under the governmental interest analysis, the court first determines whether the applicable rules of law of the potentially concerned jurisdictions are the same or different. If the applicable rules of law are identical, the court may apply California law. If the applicable rules of law differ materially, the court proceeds to the second step, which involves an examination of the interests of each jurisdiction in having its own law applied to the particular dispute. If each jurisdiction has an interest in applying its own law to the issue, there is a true conflict and the court must proceed to the third step. In the third step, known as the comparative impairment analysis, the court determines which jurisdiction has a greater interest in the application of its own law to the issue or, conversely, which jurisdictions interest would be more significantly impaired if its law were not applied. The court must apply the law of the jurisdiction whose interest would be more significantly impaired if its law were not applied. (Kearney v. Salomon Smith Barney, Inc. (2006) 39 Cal.4th 95, 107-108 (Kearney); Washington Mutual Bank v. Superior Court (2001) 24 Cal.4th 906, 919-920 (Washington Mutual).)

The California Supreme Court first definitively adopted the governmental interest analysis for use in tort actions in Reich v. Purcell (1967) 67 Cal.2d 551 (Reich), a wrongful death action arising from the collision of two automobiles in Missouri driven by residents of California and Ohio.[5] (Id. at p. 552.) The choice-of-law issue involved the amount of tort damages. A Missouri statute limited the amount of damages in a wrongful death action, while there was no such limitation under the laws of California and Ohio. (Id. at pp. 552‑553.) Reich rejected the former common law rule that the law of the place of the wrong governed in tort actions. (Id. at pp. 553, 555.) Reich stated, The forum must search to find the proper law to apply based upon the interests of the litigants and the involved states (id. at p. 553), and stated that the former rigid rule must be subordinated to the objective of proper choice of law in conflict cases, i.e., to determine the law that most appropriately applies to the issue involved [citation] (id. at p. 555). Reich concluded that California had no interest in applying its law to the benefit of the defendant because California did not limit the amount of damages awardable, and that Missouri had no interest in applying its law limiting damages to the benefit of a defendant who was not a resident of that state as of the date of injury. The court therefore concluded that the law of Ohio governed the amount of damages and that the Missouri limitation on damages did not apply. (Id. at pp. 555-556.)

The California Supreme Court subsequently applied the governmental interest analysis in several other cases involving questions of tort and contract law. Travelers Ins. Co. v. Workmens Comp. App. Bd. (1967) 68 Cal.2d 7 was an action for workmens compensation benefits. The plaintiff originally entered into an oral employment contract in California, and later was injured in Utah. (Id. at pp. 9-11.) The plaintiff was entitled to benefits under Californias workmens compensation statute only if he was injured while working under an employment contract that was entered into in California. (Id. at p. 11.) The choice-of-law issues concerned the place of formation of the employment contract, whether an employment agency in Colorado acted as the employers agent for purposes of transmitting an employment offer to the plaintiff, and whether the parties had rescinded the oral contract and formed a new employment contract in Wyoming. (Ibid.) Travelers decided each of these questions by considering the governmental interests of the states involved, stating, California has rejected the traditional mechanical solutions to choice-of-law problems and adopted foreign law only when it is appropriate in light of the significant interests in the particular case. [Citations.] (Id. at p. 11.) Travelers concluded that California had a strong interest in applying its own laws to determine whether an injured Californian was entitled to benefits under the workmens compensation act and that the other states involved had no significant interest in applying their laws to the dispute. (Id. at pp. 11-14.) The court therefore concluded that California law governed the place-of-contracting, agency, and rescission issues. (Id. at p. 14.)

Hurtado v. Superior Court (1974) 11 Cal.3d 574 was a wrongful death action arising from a collision in California involving three automobiles driven by residents of California and Mexico. (Id. at p. 578.) The choice-of-law issue involved the amount of tort damages. Hurtado concluded that Mexico had no interest in the application of its law limiting the amount of damages in a wrongful death action to the benefit of defendants who were not residents of Mexico, so there was no true conflict and the measure of damages of California, as the forum state, should apply. (Id. at pp. 580‑582.)

Bernhard v. Harrahs Club (1976) 16 Cal.3d 313 (Bernhard) involved a collision in California between an automobile driven by a California resident and a motorcycle driven by the plaintiff, who was also a California resident. The automobile driver allegedly was intoxicated after drinking liquor served by the defendant at a gambling casino in Nevada. (Id. at pp. 315‑316.) The choice-of-law issue concerned the existence of tort liability. The allegations of the complaint supported negligence liability under California law, but did not support liability under Nevada law. (Id. at p. 317.) Bernhard concluded that each state was interested in the application of its own law, so there was a true conflict, and that the true conflict should be resolved by a comparative impairment analysis. (Id. at pp. 318‑321.) Bernhard concluded that Californias interest in preventing the sale of alcoholic beverages to intoxicated persons whose intoxicated state is likely to contribute to injuries in California would be more significantly impaired than would Nevadas interest in protecting its tavern keepers from unlimited liability. (Id. at pp. 322‑323.) The court therefore concluded that California law applied and that the complaint alleged facts sufficient to state a cause of action under California law. (Id. at pp. 323, 325.)

Offshore Rental Co. v. Continental Oil Co. (1978) 22 Cal.3d 157 (Offshore Rental)was a negligence action arising from a personal injury suffered by an officer of the plaintiff corporation while on the defendants premises in Louisiana. The plaintiff sought to recover damages for injuries to its business interests resulting from the loss of the officers services. (Id. at pp. 160‑161.) The choice-of-law issue concerned the existence of tort liability. Offshore Rental assumed that California law (Civ. Code,  49) allowed a cause of action for negligent injury to a business employee, and concluded that Louisiana law did not allow such a cause of action. (Offshore Rental, supra, at pp. 162‑163.) Offshore Rental noted that no California court had squarely held that the California statute supported such a cause of action, while a Louisiana appellate court nine years earlier had held that Louisiana law did not allow a cause of action by a corporate plaintiff for the loss of services of its officer. (Id. at pp. 162, 168.) Offshore Rental characterized the California statute as unusual and outmoded and concluded that Californias interest in establishing liability under the statute was less strong than Louisianas interest in the application of its  prevalent and progressive law. (Id. at p. 168.) The court therefore concluded that Louisiana law applied and that the trial courts dismissal of the cause of action was proper. (Id. at pp. 169-170.)

Washington Mutual, supra, 24 Cal.4th 906 was an action against a home mortgage lender for breach of contract, breach of the implied covenant of good faith and fair dealing, unfair business practices under the unfair competition law (UCL) (Bus. & Prof. Code,  17200 et seq.), unjust enrichment, and conversion. The deed of trust included a choice-of-law provision stating that the security instrument was governed by federal law and the law of the jurisdiction where the secured property was located. (Washington Mutual, supra, at p. 912.) The trial court certified the action as a nationwide class action without determining which law would apply to the class members. (Id. at p. 913.) The Washington Mutual court stated that a consideration of the law applicable to the class members claims was essential to an informed decision on class certification. (Id. at p. 915.) It also stated that the trial court must apply the analysis set forth in Nedlloyd Lines B. V. v. Superior Court, supra, 3 Cal.4th 459 to determine whether the class causes of action were subject to enforceable choice-of-law agreements. (Washington Mutual, supra, at pp. 915-916.) The court also stated that if the choice-of-law agreements were unenforceable or did not apply to the class causes of action and the party opposing class certification continued to assert that the law of another state applied to nonresident class members, the trial court must apply the governmental interest analysis to determine which states law to apply. (Id. at pp. 918‑919.) Thus, the choice-of-law issues concerned the law governing the plaintiffs causes of action for breach of contract, breach of the implied covenant, unfair business practices, unjust enrichment, and conversion.

Washington Mutual, supra, 24 Cal.4th at page 919 stated, California follows a three‑step governmental interest analysis to address conflict of laws claims and ascertain the most appropriate law applicable to the issues where there is no effective choice-of-law agreement. [Citations.] After describing the governmental interest analysis, the court concluded, [t]hese rules apply whether the dispute arises out of contract or tort [citations], and a separate conflict of laws inquiry must be made with respect to each issue in the case [citations]. (Id. at p. 920.) Washington Mutual reversed the judgment by the Court of Appeal with directions to issue a peremptory writ of mandate directing the trial court to vacate its certification order and conduct the choice-of-law analyses described in the opinion. (Id. at p. 929.)

In Kearney, supra, 39 Cal.4th 95, clients of the defendant brokerage firm alleged that the defendant had surreptitiously recorded their telephone conversations without their consent in violation of a California statute (Pen. Code,  632). The plaintiffs, in a class action complaint, alleged violations of the statute and unfair business practices under the UCL. (Kearney, supra, at pp. 102‑103 & fn. 1.) The choice-of-law issue concerned the law governing those statutory causes of action. The court stated that the allegations of the complaint supported the alleged causes of action under California law, but did not support liability under Georgia law. (Id. at pp. 120-122.) Kearney concluded that Californias interest in protecting individuals in California from the secret recording of their confidential telephone conversations would be more significantly impaired than would Georgias interest in protecting the right of a business to record telephone conversations for legitimate business reasons. (Id. at pp. 124‑128.) The court therefore held that California law applied and that the complaint alleged facts sufficient to state a cause of action under California law. (Id. at pp. 323, 325.)

Some federal courts have concluded or suggested that the governmental interest analysis has judicially supplanted the choice-of-law rule stated in Civil Code section 1646 or that the state of California law on this point is uncertain. The Ninth Circuit in Strassberg v. New England Mut. Life Ins. Co. (9th Cir. 1978) 575 F.2d 1262 applied the governmental interest analysis to determine the law governing whether an insurance policy had lapsed due to nonpayment of insurance premiums. Strassberg stated, California conflicts law has developed significantly since the original enactment of California Civil Code 1646, and California law moved away from a mechanical choice of law process to employ the governmental interest analysis.  (Id. at p. 1263.) Later, in Arno v. Club Med Inc. (9th Cir. 1994) 22 F.3d 1464, the Ninth Circuit applied the governmental interest analysis to determine the law governing the existence of an implied-in-fact contract. Arno stated that section 1646 would yield the same result and, [t]here appears to be some difference of opinion as to whether Californias choice of law rule for contracts is the governmental interest test . . . or the test of Cal.Civ.Code  1646.[6] (Id. at pp. 1468-1469 & fn. 6.) Although section 1646 states a choice-of-law rule only as to contract interpretation, Strassberg and Arno, in making these statements, did not distinguish contract interpretation from other choice-of-law issues.

The Sixth Circuit in Northland Insurance Co. v. Guardsman Products, Inc. (6th Cir. 1998) 141 F.3d 612 applied the governmental interest analysis to determine the law governing the interpretation of an insurance policy, stating, the California Supreme Court has moved away from the mechanical application of 1646  and  now employs what is commonly termed the governmental interest analysis approach to choice of law questions [citation]. (Id. at p. 616.) Similarly, Vestrock Partners v. California Energy Co. (S.D.N.Y. Aug. 26, 1993, No. 92 Civ. 5690) 1993 WL 328912 stated with regard to the governmental interest analysis, California courts normally employ the choice of law test in contracts cases notwithstanding 1646. (Id. at p. 5; see also Reppy, Choice of Law Problems Arising when Unmarried Cohabitants Change Domicile (2002) 55 S.M.U. L.Rev. 273, 292, fn. 90 [stating, the California Supreme Courts adoption of interest analysis had worked a judicial repeal of the . . . choice of law rule in section 1646].) Again, in making these statements, these authorities did not distinguish contract interpretation from other choice-of-law issues.

After reviewing all of these authorities, and in light of the fact that our Supreme Court has not addressed this issue, we are unable to conclude that California has judicially abrogated the express legislative mandate of Civil Code section 1646 relating to the interpretation of contracts. Instead, we hold that the choice‑of‑law rule in Civil Code section 1646 determines the law governing the interpretation of a contract, notwithstanding the application of the governmental interest analysis to other choice‑of‑law issues.[7] The California Supreme Court has never applied the governmental interest analysis to determine the law governing the interpretation of a contract and has never stated or suggested that section 1646 does not determine the law governing the interpretation of a contract. Broad statements declaring the governmental interest analysis Californias choice‑of‑law rule[8] and rejecting traditional choice‑of‑law rules[9] should be viewed in light of the particular choice‑of‑law issues that were before the court in those cases.

The opinions by the California Courts of Appeal cited by Frontier and Wainoco are not inconsistent with our conclusion that Civil Code section 1646 determines the law governing contract interpretation notwithstanding the application of the governmental interest analysis to other choice-of-law issues. Robert McMullan & Son, Inc. v. United States Fid. & Guar. Co. (1980) 103 Cal.App.3d 198 was a declaratory relief action against a liability insurer. The trial court determined that the insurer had a duty to defend an action against the insured, and the question on appeal was whether the insured was entitled to recover its attorney fees incurred in the declaratory relief action. Applying the governmental interest analysis, the McMullan court concluded that the laws of California and the other states involved did not differ on that question and that even if the laws differed, only California had an interest in applying its own laws to the dispute. (Id. at pp. 203‑206.) The choice-of-law issue concerned the right to recover attorney fees in an action to enforce the insureds rights under the policy and did not involve an issue of contract interpretation.

Story continues as Part III .

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[1] Civil Code section 1646 states that a contract is to be interpreted according to the law and usage of the place it is to be performed if the contract indicates a place of performance, but does not state that the validity and enforceability of a contract are to be determined according to the law of the intended place of performance.

[2]Flittner v. Equitable Life Assur. Soc., supra, 30 Cal.App. 209 held that a minor could rescind a life insurance policy and recover the premiums paid, applying California law. (Id. at pp. 215-216.) The choice-of-law issue was whether the law of California or New York governed the minors right to rescind the contract. The contract was made in California, and Flittner concluded that the contract contemplated performance in New York. (Id. at p. 213.) Flittner stated: All matters connected with the performance of a contract are regulated by the law of the place where the contract by its terms is to be performed. All matters bearing upon the execution, the interpretation, and the validity of contracts including the capacity of the parties to contract, are determined by the law where the contract is made. (Union Nat. Bank v. Chapman, 169 N. Y. 538, [88 Am. St. Rep. 614, 57 L. R. A. 513, 62 N. E. 672]; Phoenix Mut. Life Ins. Co. v. Simons, 52 Mo. App. 357; 2 Wharton on Conflict of Laws, sec. 401; note in Mayer v. Roche, 26 L. R. A. (N. S.) 767; Hauck Clo. Co. v. Sharpe, 83 Mo. App. 385). (Id. at p. 215, italics added.) Flittner did not cite Civil Code section 1646 with respect to the law governing the interpretation of a contract and cited no California authority in support of the quoted statement.

[3]Blair, supra, 40 Cal.App.2d at page 499 stated: In recognizing California as the place for the payment of benefits by delivery thereof in this state, defendant waived any right to insist that the Washington law governed. The waiver is not one of jurisdiction, but of the right to apply the Washington law to an action tried in California. The intention of the parties, as gathered from attending circumstances, is controlling in determining the place of trial and the governing laws. Liability for the breach of a contract partly performed in one state, and made and partly performed in another, is fixed by the laws of the state wherein the breach occurred. (17 C. J. S., p. 343.) The breach in this case was defendants refusal to pay further disability income benefits to plaintiff in California.

[4]Wheeling v. Financial Indemnity Co., supra, 201 Cal.App.2d 36 and In re Graces Estate (1948) 88 Cal.App.2d 956 reflect differing views on the meaning of indicate a place of performance (Civ. Code,  1646). Wheeling stated that an automobile liability insurance policy was made and delivered in California, and did not specify a place of performance, and therefore applied California law to a claim arising from an accident in Virginia. (Wheeling, supra, at p. 40.) In contrast, Graces Estate stated that an adoption contract made in both Texas and California necessarily would be performed wherever the Graces might take the child, and held that the contract was enforceable in California although void in Texas. (Graces Estate, supra, at pp. 962‑963, 966.)

[5]Bernkrant v. Fowler (1961) 55 Cal.2d 588, a precursor to Reich, supra, 67 Cal.2d 551, was an action to cancel a promissory note pursuant to an oral contract. (Bernkrant, supra, at pp. 590-591.) Bernkrant concluded that California had no interest in applying its own statute of frauds to a transaction made and performed in Nevada involving the refinancing of a loan secured by land in Nevada, and therefore held that the Nevada statute of frauds governed. (Id. at pp. 595-596.)

[6] See also Shannon-Vail Five Inc v. Bunch (9th Cir. 2001) 270 F.3d 1207, 1210‑1213 (Nevada law governed the viability of a usury cause of action under either Civil Code section 1646 or the governmental interest analysis), and Costco Wholesale Corp. v. Liberty Mut. Ins .Co. (S.D.Cal. 2007) 472 F.Supp.2d 1183, 1197‑1198, 1207 (Connecticut law governed the scope of an insurance policy exclusion under either section 1646 or the governmental interest analysis). In contrast, Royal Indemnity Group v. Travelers Indemnity Co. (N.D.Cal. 2005) 2005 WL 2176896, pages 4-5 concluded that the California courts had not abrogated the choice‑of‑law rule in section 1646.

[7] Whether this differentiated approach is either wise or desirable is a question best addressed to the Legislature, which has the sole authority to repeal a statute.

[8]Washington Mutual, supra, 24 Cal.4th at page 919 (California follows a three‑step governmental interest analysis to address conflict of laws claims and ascertain the most appropriate law applicable to the issues where there is no effective choice-of-law agreement); Offshore Rental, supra, 22 Cal.3d at page 161 (Questions of choice of law are determined in California, as plaintiff correctly contends, by the governmental interest analysis rather than by the trial courts most significant contacts theory ).

[9]Travelers Ins., supra, 68 Cal.2d at p. 11 (California has rejected the traditional mechanical solutions to choice-of-law problems and adopted foreign law only when it is appropriate in light of the significant interests in the particular case).