Cheng

Respondent Warren Cheng demurred to the first amended complaint for breach of contract of appellant Filet Menu, Inc. (hereafter Filet Menu), contending that its claims were time-barred. The trial court sustained the demurrer, reasoning that the tolling provisions of Code of Civil Procedure section 351, as applied to the facts alleged concerning Cheng, violated the commerce clause of the federal Constitution. We reverse.

Facts

Filet Menu’s first amended complaint alleges the following facts: Filet Menu is a California corporation whose principal place of business is in California. Cheng is a resident of California, and Steve Chen resides in Bellevue, Washington. Cheng and Chen owned a business named “Cucina California.”

On January 4, 1991, Cheng and Chen entered into an agreement entitled “Credit Application and Agreement” with Filet Menu. On the agreement, Chen stated that his home address was in Bellevue, Washington. The agreement provided: “If customer cancels or breaches all or any part of his pending contracts with Filet Menu, customer agrees to promptly pay a cancellation charge equaling 75% of the total remaining contract balance, which customer agrees is fair…